Announcement of resolution of the third Extraordinary General Meeting of Shareholders in 2023

release time:

2023-11-23 14:58

AnnouncementNumber: 2023-033

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

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of resolution 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. The convening and attendance of the meeting
(1) Information on the convening of the meeting
1. Meeting Date: November 22, 2023
2. Meeting place: Conference room on the third floor of the company
3. Meeting method: √ On-site voting □ Network voting □ Other voting methods
4. Convenor: Board of Directors
5. Moderator: Chairman CAI Tiyuan
6. Explanation of legality and compliance of the convening situation:
The convening and holding of this general meeting of shareholders is in accordance with the Company Law, Securities Law and other relevant laws, administrative regulations, departmental rules, normative documents and the provisions of the Articles of Association.

(2) Attendance at the meeting
A total of 6 shareholders attended or authorized to attend the general meeting of shareholders, holding a total of 60,099,268 shares of voting rights, accounting for 53.19% of the total number of voting shares of the Company.
(3) The attendance of directors, supervisors and senior managers of the company at shareholders' meetings without voting rights
1. The company has 5 directors in office and 5 non-voting participants;
2. There are 3 supervisors in the company and 3 non-voting participants;
3. The secretary of the board of directors of the company attended the meeting;
4. Senior management of the company attended the meeting.

 

2. Deliberation of bills

(1) Deliberating and adopting the Motion on Not Changing the Full Name of the Company
1. Contents of the motion:
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. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(2) Deliberating and passing the motion on nominating CAI Tiyuan to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(3) Deliberating and passing the motion on nominating Zhu Rong to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(4) Deliberating and passing the motion on nominating Lv Guisheng to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(5) Deliberating and passing the motion on nominating CAI Timing to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(6) Deliberating and passing the motion on nominating Li Xueliang to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(7) Deliberating and passing the motion on nominating Shi Chunyan to continue to serve as a supervisor of the fourth Board of Supervisors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.


(8) Deliberating and passing the motion on nominating Wang Yanping to continue to serve as a supervisor of the fourth Board of Supervisors of the Company
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

(9) Deliberating and adopting the motion on the Company's External Financial Assistance
1. Contents of the motion:
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.

2. Motion voting result:
60,099,268 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting;The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for the capital 0% of the total number of voting shares at the next general meeting.This motion relates to a matter of special resolution, which is passed by more than two-thirds of the voting rights held by the shareholders already present at the meeting.
3. Recusal from voting
None.

 

3. The effective status of the motion on the change of directors, supervisors and senior management personnel reviewed by this shareholders' meeting

Name Position Job change Effective date Conference name Status of effectiveness
CAI Tianyuan MANAGEMENT Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
Zhu Rong MANAGEMENT Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
Lv Guisheng MANAGEMENT Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
CAI Tingming MANAGEMENT Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
Li Xueliang MANAGEMENT Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
Shi Chunyan Supervisor Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption
Wang Yanping Supervisor Be in office November 22, 2023 Third Extraordinary General Meeting in 2023 Deliberation and adoption

 

4. File directory for reference
Resolution of the Third Extraordinary Shareholders' Meeting of Jilin Tianzheng Biotechnology Co., LTD in 2023

 

 

Jilin Tianzheng Biotechnology Co., LTD
Board of directors
November 22, 2023