Announcement of change of directors

release time:

2023-11-10 15:22

AnnouncementNumber: 2023-028

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

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of change of directors

 

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 of the succession
(1) The basic situation of the succession
In accordance with the relevant provisions of the Company Law and the Articles of Association of the Company, the 20th meeting of the third Board of Directors of the Company considered and adopted on November 3, 2023:
The nomination of Mr. CAI Tianyuan as a director of the Company for a term of three years, this change of term is subject to submission to the third extraordinary General meeting of shareholders in 2023 for deliberation, effective from the date of deliberation and adoption of relevant motions. The above nominees hold 45,355,000 shares of the company, accounting for 40.14% of the company's share capital, and are not subject to joint punishment for breach of trust.
The nomination of Mr. Zhu Rong as a director of the Company for a term of three years, this change of term is subject to submission to the third extraordinary General meeting of shareholders in 2023 for deliberation, effective from the date of deliberation and adoption of relevant motions. The above nominees hold 10,488,900 shares of the company, accounting for 9.28% of the company's share capital, and are not the subject of joint punishment for breach of trust.

The nomination of Mr. Lv Guisheng as a director of the Company for a term of three years, and this change of term is subject to the deliberation of the third extraordinary General meeting of shareholders in 2023, and will take effect from the date of the approval of the relevant motions. The above nominees hold 0 shares of the company, accounting for 0% of the company's share capital, and are not the subject of joint punishment for breach of trust.
The nomination of Mr. CAI Timing as a director of the Company for a term of three years, and this change of term is subject to the deliberation of the third extraordinary General meeting of shareholders in 2023, effective from the date of deliberation and adoption of relevant motions. The above nominees hold 1,863,000 shares of the company, accounting for 1.65% of the company's share capital, and are not the subject of joint punishment for breach of trust.
The nomination of Mr. Li Xueliang as a director of the Company for a term of three years, and this change of term needs to be submitted to the third extraordinary General meeting of shareholders in 2023 for consideration, and will take effect from the date of the adoption of relevant motions. The above nominees hold 50,000 shares of the company, accounting for 0.04% of the company's share capital, and are not subject to joint punishment for breach of trust.

 

2. The impact of the transition on the company

(1) Qualifications
The qualifications of the company's director candidates shall comply with laws and regulations, departmental rules, business rules and the company's articles of association. This change has not resulted in the number of members of the Board of Directors of the Company falling below the legal minimum number, the number of members of the Board of Supervisors of the Company falling below the legal minimum number, or the number of supervisors represented by employees falling below one third of the members of the Board of Supervisors.
There is no situation in which the company's directors and senior managers concurrently serve as the company's supervisors; There is no case where the company supervisor is the spouse or immediate family member of the company's director or senior management.

(2) Impact on the production and operation of the company:
This change is a normal change at the end of the term of office, in line with the relevant provisions of the Company Law and the Articles of Association of the Company, in line with the requirements of corporate governance, and will not adversely affect the production and operation of the company.

 

3. Documents for reference
Resolution of the 20th Meeting of the Third Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.

 

 

 


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