Report on special self-inspection and regulation activities related to governance

release time:

2023-08-04 15:34

Stock code: 832316 abbreviation:Tim Biotech Sponsor Broker:Shenwan Hongyuan underwriting sponsor

 

 

Jilin Tianzheng Biotechnology Co., Ltd

Report on the situation related to the special self-inspection and normative activities of governance

 

 

 

The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete.There is no false record or misleadingsexual statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of their content.

 

 

According to the "Notice on Carrying out Special Self-examination and Standardization Activities of Governance of Listed Companies" (Gu Zhuan System Ban Fa [2021] No. 116) and related arrangements, our company conducts a special project on the self-inspection and self-regulation in the special action in 2022 The disclosure is as follows:

 

First, the basic information of the company

The company's listing date is 2015 On April 4, the property was a private enterprise.

The company has an actual controller, and the company’s actual controller is Cai Tiyuan. The total number of voting shares of the company that the actual controller can actually control accounts for 40.14% of the company’s total voting shares. The actual controller obtained control at the founding stage. After the company was listed, the actual controller changed 0 times.

The company has a controlling shareholder, the controlling shareholder is Cai Tiyuan, and the total number of voting shares held by the controlling shareholder accounts for the publicThe proportion of the total number of voting shares of the Division is 40.14%.

The controlling shareholders, actual controllers and other enterprises controlled by the company do not sign concerted actions with othersof the agreementCircumstance.

The company's controlling shareholder has no shares frozen. The company's controlling shareholder has pledged equity, and the pledged shares accounted for 40.14% of the company's total share capital. If the pledged and frozen shares are all exercised, it will lead to changes in controlling shareholders and actual controllers.

There is no holding subsidiary of the company holding shares in the company.

 

2. The establishment of internal systems

The internal system construction of the company is as follows:

 

 

Matters

Yes or no

Refer to the "National SME Share Transfer System Listed Company Governance Rules" and other businesses

Rules improve the articles of association

be

Establish a system of shareholders' general meeting, board of directors and board of supervisors

be

Establish a management system for foreign investment

be

Establish an external guarantee management system

be

Establish a management system for related party transactions

be

Establish an investor relations management system

be

Establish a profit distribution management system

be

Establish a commitment management system

be

Establish an information disclosure management system

be

Establish a fund management system

be

Establish a seal management system

be

Establish a management system for the registration of insiders

be

 

 

3. Institutional setup

The Board of Directors of the Company totals5people, among which independent directors0person, independent director of the accounting profession0Person. The company's supervisory board total3 people, including employee representative supervisors1 person. The company has a total of 6 senior managers, including: 3person serves as a director.

Whether there are the following special circumstances in the establishment of the board of directors and board of supervisors of the company in 2022:

 

Matters

Yes or no

Directors and employee representatives who are also senior management on the board of directors of the company

More than one-half of the total number of directors of the company

be

The Company has had a Board of Directors where the number of directors has fallen below a quorum

not

The company has not changed the term of the board of directors in time when it expires

not

There have been instances where the number of supervisory boards has been lower than a quorum

not

The company has not changed the term of the supervisory board in time when it expires

not

 

 

The Board of Directors of the Company totals5personthereinto3person concurrently serves as senior management, and no employee representative serves as a director,On the Board of DirectorsThe number of concurrent senior managers exceeds one-half of the total number of directors of the company.

 

 

 

Does the company have the following organizations or personnel:

 

Matters

Yes or no

Audit Committee

not

Nominating Committee

not

Remuneration and Appraisal Committee

not

Strategic Development Committee

not

Internal audit department or staffing

not

 

 

4. Performance of duties by directors, supervisors and senior management

Whether the directors, supervisors and senior management of the company have the following circumstances:

 

Matters

Yes or no

Directors, supervisors and senior management are provided for in Article 146 of the Company Law

Off the situation

not

Directors, supervisors and senior management are prohibited from entering the securities market by the China Securities Regulatory Commission or

The time limit for determining that they are unsuitable has not expired

not

The company's current directors, supervisors and senior management are the target of joint punishment for untrustworthiness

not

Directors, supervisors and senior management shall be subject to disciplinary sanctions by the national stock transfer company or stock exchange that they are deemed unsuitable to serve as directors, supervisors or senior management of the company, and the period has not yet been

Expiration

not

Directors and senior management also serve as supervisors

not

Spouses and immediate family members of directors, senior management officers serve as supervisors of the Company during their tenure

not

The Company did not employ a secretary of the Board of Directors

not

More than one-half of board members are related (not limited to close relatives)

not

The chairman and general manager are related

not

The chairman and the head of finance are related

not

The chairman concurrently serves as general manager, financial officer or secretary of the board of directors

not

The General Manager is also the Head of Finance or Secretary of the Board of Directors

not

 

 

 

The person in charge of finance does not have the professional skills of accountant or aboveJob qualifications, or accountant

Professional knowledge background and more than three years of accounting work is required

not

Directors and senior management invest in other enterprises engaged in similar businesses with listed companies

not

Directors, officers and the enterprises they control enter into other than labor/employment contracts with the Company

contracts or transactions

not

The directors failed to attend two consecutive Board meetings in person

not

Directors have not attended more than any Board meetings in person in a 12-month consecutive period

One-half of the total number of times

not

 

 

The Company has not appointed independent directors

 

5. Operation of decision-making procedures

(2022) The convening of the company's board of directors, board of supervisors and general meeting of shareholders in <>

 

Meeting type

Number of meetings held (times)

board of directors

6

Supervisory board

2

General meeting of shareholders

3

 

 

(2) The convening, convening and voting of the general meeting of shareholders

Whether there are the following circumstances in the convening, convening and voting of the company's general meeting of shareholders in 2022:

 

Matters

Yes or no

The general meeting of shareholders did not set up a venue as required

not

The AGM has not been held within 6 months of the end of the previous fiscal year

not

Notice of the Annual General Meeting was not given 20 days in advance

not

The notice of the extraordinary general meeting was not given 15 days in advance

not

Independent directors, supervisory board, individually or collectively shareholding10%The above shareholders have proposed to the Board of Directors to be called

Extraordinary general meeting of shareholders is held

not

The general meeting of shareholders has implemented a solicitation of voting rights

not

Article 26 of the Rules for the Governance of Companies Listed on the National SME Share Transfer System exists

The votes shall be counted separately, but the votes of minority shareholders shall not be counted separately and disclosed

not

 

 

 

The company's general meeting of shareholders does not implement the cumulative voting system

There is no need for online voting at the company's general meeting

 

(3) Special circumstances for convening, convening, and voting on the three sessions

1. There is no postponement or cancellation of the general meeting of shareholders

2. There is no increase or cancellation of proposals at the general meeting of shareholders

3、There is no rejection or validity dispute over the resolution of the shareholders' meetingDiscussion Status:

4. There is no opposition or abstention from voting on the board of directors' meeting

5. There is no opposition or abstention from voting on the board of supervisors

 

6. Governance constraint mechanism

(1) Whether the controlling shareholders, actual controllers and other enterprises controlled by the company have the following circumstances:

 

Matters

Yes or no

By means other than exercising the rights of shareholders as stipulated by laws and regulations,Affect the appointment and removal of company personnel or

restricts the company's directors, supervisors, senior officers or other personnel from performing their duties

not

The company's senior management works part-time in the controlling shareholder unit

not

Establish approval procedures for the results of personnel election at the general meeting of shareholders and the resolution on the appointment of personnel to the board of directors

not

The personnel of the controlling shareholder unit work part-time in the company's financial department

not

The personnel of the controlling shareholder unit work part-time in the company's internal audit department

not

Production systems, auxiliary production systems and supporting facilities related to production and operation shared by the company

not

Sales business and other systems and related assets related to the company's common and operational activities

not

Share trademarks, patents, non-patented technologies, etc. with the company

not

Failure to handle the input or transfer in a timely manner in accordance with the law or the contractTransfer of company assets

formalities

not

Share a bank account with a company or borrow a corporate bank account

not

Control the company's financial accounting or capital mobilization

not

Other situations that interfere with the company's financial and accounting activities

not

 

 

 

By means other than exercising the rights of shareholders stipulated by laws and regulations and the articles of association,Undue shadows

The establishment, adjustment or abolition of the company's establishment

not

Restrict the exercise of authority by the company's board of directors, board of supervisors and other bodies and their personnelShi

Plus other undue influences

not

There is between the controlling shareholder, the actual controller and its internal institutions and the company and its internal institutionsOn

Subordinate relationships

not

With the company's business scope, business nature, customer objects, products can be substitutedGenerational and other aspects exist

compete

not

Use your control position over the company to pursue business opportunities that belong to the company

not

Engage in the same or similar business as the company

not

In lieu of the general meeting of shareholders and the board of directors to make direct statements about the companybig decisions,Interfere with the normal operation of the company

decision-making procedures

not

 

 

(2) Whether the board of supervisors has the following circumstances:

 

Matters

Yes or no

The Supervisory Board used to require directors, senior management, internaland external auditors attending the supervision as observers

Council meetings

not

The Board of Supervisors has made a proposal to remove directors and senior management

not

The Board of Supervisors has reported to the Board of Directors, the general meeting of shareholders, the sponsoring securities firm or the national stock transfer company.

Violations by senior management

not

 

 

7. Other circumstances that need to be explained

(1) Occupation of funds

2022The company's controlling shareholders, actual controllers and their controllersThe enterprise does not occupy or transfer the company's funds,Information on assets and other resources.

(2) Violations of guarantees

In 2022, the company and its holding subsidiaries did not violate the guarantee

(3) Violations of related party transactions

In 2022, the company did not have any illegal related party transactions

 

(4) Other special circumstances

The controlling shareholders, actual controllers and relevant entities of the company (hereinafter referred to as the promisers) of the company who make public commitments areNo:

 

Matters

Yes or no

Due to changes in relevant laws, regulations, policies, natural disasters, etc. that cannot be controlled by itselfobjective reasons,

If the commitment cannot be fulfilled or cannot be performed on time, the promiser fails to disclose the relevant information in a timely manner

not

Except for objective reasons beyond its control, such as changes in relevant laws and regulations, policies, natural disasters, etcand unless otherwise required by the national stock transfer company, if the commitment has been unable to be fulfilled or the performance of the commitment is not conducive to safeguarding the rights and interests of the company, the promiser has not fully disclosed the reasons and fulfilled the alternative or exemption commitment

deliberative process

not

Except for objective reasons beyond its control, the promiser fails to fulfill the promise or violates the commitment within the time limit

not

 

 

Whether the company or related entity has the following circumstances:

 

Matters

Yes or no

There are significant deficiencies in the company's internal controls

not

The stamping time of the company's official seal is earlier than the time authorized by the relevant decision-making approval authority

not

The company's cashiers are also in charge of auditing, accounting file keeping and income, expenses, creditor's rights and debts accounts

of registration work

not

The company has made false disclosures

not

The actual controller, controlling shareholders, directors, supervisors and their close relatives of the company have insider relationsEasy as well as

The behavior of the vertical market

not

 

 

 

 

Jilin Tianzheng Biotechnology Co., Ltd

board of directors

April 2023March 4