Notice on the convening of the third Extraordinary General Meeting of shareholders in 2023

release time:

2024-04-23 16:20

AnnouncementNumber: 2023-026

Stock code: 832316               Securities abbreviation: Tian Zheng Biotech                   Host brokerage: Shenwan Hongyuan underwriting sponsor

 

Jilin Tianzheng Biotechnology Co., Ltd

Notice on the convening of the third Extraordinary General Meeting of shareholders in 2023

 

The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of its content.

 

1. Basic information on the convening of the meeting
(1) The session of the general meeting of shareholders
This meeting is the third extraordinary General meeting in 2023.
(2) The convenor
The convenor of this general meeting of shareholders shall be the Board of directors.
(3) Explanation of the legal compliance of the meeting
The convening and holding of this general meeting of shareholders is in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the provisions of the Articles of Association of the Company.
(4) The way of convening the meeting
√ On-site voting □ Internet voting □ Other voting methods
(5) The date and time of the meeting
1. The on-site meeting will be held at 9:00 on November 22, 2023.
(6) The object of attendance
1. Shareholders holding shares of the company on the date of registration.

All shareholders of the company registered in China at the close of the market in the afternoon on the share registration day (see the following table for details) have the right to attend the general meeting of shareholders (investors who buy securities on the share registration day enjoy this right, investors who sell securities on the share registration day do not enjoy this right), shareholders may appoint an agent in writing to attend the meeting and vote. Such shareholder agent need not be a shareholder of the Company. Among them, it does not include preferred shareholders, and does not include preferred shareholders whose voting rights are restored.

Share class Stock code Security abbreviation Equity registration date
Common stock 832316 Tim Zheng Biotech 2023 年 11 月 17 日

2. Directors, supervisors, senior managers and persons in charge of information disclosure affairs of the Company.
(7) Venue of the meeting
Conference room, 3rd Floor, No.167 Changbaishan Street, Jiahe City, Jilin Province.

 

2. Matters to be considered at the Meeting
(1) Deliberating the motion on Not Changing the Full Name of the Company
The 19th meeting of the third Board of Directors of Jilin Tianzheng Biotechnology Co., LTD. (hereinafter referred to as the "Company") and the second extraordinary General meeting of shareholders in 2023 deliberated and passed the Motion on the proposed change of the full name of the Company. After deliberation, the company intends to change its name from "Jilin Tianzheng Biotechnology Co., LTD." to "Jilin Tianzheng Biotechnology Group Co., LTD.". On August 18, 2023, the Company disclosed the Announcement on the Proposed Change of Full Name (Announcement Number :2023-022).
Due to the business needs of the company, the company name shall not be changed, and the corresponding information of the articles of association shall be consistent with the current full name of the company.

(2) Deliberating the motion on nominating CAI Tiyuan to continue to serve as a director of the fourth Board of Directors of the Company
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. CAI Tiyuan to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. CAI Tiyuan meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

(3) Deliberating the motion on nominating Zhu Rong to continue to serve as a director of the fourth Board of Directors of the Company
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. Zhu Rong to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Zhu Rong meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

(4) Deliberating the motion on nominating Lv Guisheng to continue to serve as a director of the fourth Board of Directors of the Company
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. Lv Guisheng to continue as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Lv Guisheng meets the qualifications for office, and does not belong to the target of joint punishment for breach of trust.

(5) To review the motion on nominating CAI Timing to continue to serve as a director of the fourth Board of Directors of the Company
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. CAI Timing to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. CAI Timing meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

(6) To review the motion on nominating Li Xueliang to continue to serve as a director of the fourth Board of Directors of the Company
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. Li Xueliang to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Li Xueliang meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

(7) To review the motion on nominating Shi Chunyan to continue to serve as a supervisor of the fourth Board of Supervisors of the Company
In view of the expiration of the term of the third term of the Board of Supervisors of the Company, the Board of Supervisors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Supervisors nominated Ms. Shi Chunyan to continue to serve as the supervisor of the fourth Board of Supervisors of the Company for a term of three years from the date of review and approval by the shareholders' meeting of the company. After verification, Ms. Shi Chunyan meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

(8) To review the motion on nominating Wang Yanping to continue to serve as a supervisor of the fourth Board of Supervisors of the Company
In view of the expiration of the term of the third term of the Board of Supervisors of the Company, the Board of Supervisors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Supervisors nominated Ms. Wang Yanping to continue to serve as the supervisor of the fourth Board of Supervisors of the Company for a term of three years from the date of review and approval by the shareholders' meeting of the Company. After verification, Ms. Wang Yanping meets the qualifications for office and does not belong to the target of joint punishment for dishonesty.

(9) To examine the proposal on the Company's Provision of Financial Assistance to Foreign Countries
On November 27, 2020, Jiaohe Yuanheng Construction Project Management Co., Ltd. signed the "Jiahe City Comprehensive Land Renovation Project Cooperation Agreement" with the Jiahe City people's Government, responsible for the comprehensive land renovation of Jiahe City, raised funds, completed the new cultivated land index, and won the cultivated land index transaction award. In order to increase the company's income, on December 3, 2020, the Company signed a Loan Agreement with Jiaohe Yuanheng Construction Project Management Co., LTD. Due to the epidemic, there is no transaction of the land index for the time being, and the loan agreement has expired. After communication between the two parties, the loan agreement shall be re-signed. For the specific situation, the Loan Agreement signed by the two parties shall prevail. According to relevant regulations, this matter still needs to be submitted to the general meeting of shareholders for consideration.

There is no special resolution motion;
There is no cumulative voting motion;
There is no separate vote counting proposal for small and medium-sized investors;
There are no related shareholders' avoidance of voting motions;
There is no proposal for preferred shareholders to participate in the voting;
There is no proposal to consider a public offering of shares and a listing on the Beijing Stock Exchange.

 

3. Conference registration method
(1) Registration method
Natural person shareholders hold their own identity cards; If an agent attends the meeting on behalf of an individual shareholder, he/she shall present the client's ID card (photocopy), the power of attorney signed by the client and the agent's ID card; If the legal representative attends the meeting on behalf of the legal shareholder, he/she shall present his/her ID card and the copy of the business license affixed with the seal of the legal entity; If a legal shareholder entrusts a non-legal representative to attend this meeting, he/she shall present his/her ID card, the power of attorney signed by the legal representative and the copy of the business license. For registration procedures, you can register by letter or fax, but telephone registration is not accepted.
(2) Registration time: 8:00-9:00, November 22, 2023
(3) Place of registration: Conference Room on the third floor, No. 167, Baishan Street, Changhe, Jiaohe, Jilin Province

 

4. Others
(1) Meeting contact: Contact person: Zhu Lijia
                                Tel: 0432-67185299
(2) Conference expenses: travel expenses and accommodation expenses of participants shall be borne by themselves.


5. the reference file directory
Resolution of the 20th Meeting of the Third Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.

 


Board of directors of Jilin Tianzheng Biotechnology Co., LTD
November 6, 2023