Announcement of the fifth meeting of the fourth Board of Directors

release time:

2024-04-23 16:00

AnnouncementNumber: 2024-013

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

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of the fifth meeting of the fourth Board 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. The convening and attendance of the meeting
(1) Information on the convening of the meeting
1. Meeting Date: April 22, 2024
2. Meeting place: Conference room on the third floor of the company
3. Meeting mode: to be held on site
4. Time and manner of giving notice of Board meeting: by written notice on April 12, 2024
5. Meeting Moderator: Mr. CAI Tiyuan, Chairman
6. Participants in the meeting: Shi Chunyan, Song Yao, Wang Yanping
7. Explanation of the legality and compliance of the convening situation:
The convening and convening of this meeting are in accordance with the relevant provisions of the Company Law, relevant laws, administrative regulations and the Articles of Association.
(2) Attendance at the meeting
The meeting shall be attended by 5 directors and shall be attended and authorized by 5 directors.

 

2. Deliberation of bills
(1) Deliberating and passing the motion on the Company's "2023 General Manager Work Report"
1. Contents of the motion:
2023 General Manager Work Report.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion does not need to be submitted to the General meeting for consideration.

 

(2) Deliberating and passing the motion on the "2023 Annual Work Report of the Board of Directors of the Company"
1. Contents of the motion:
Report of the Board of Directors for the Year 2023.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(3) Deliberating and passing the motion on the Company's "2023 Annual Financial Report"
1. Contents of the motion:
Annual Financial Report 2023.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(4) Deliberating and adopting the proposal on the Company's Financial Budget Plan for 2024
1. Contents of the motion:
Financial Budget Proposal for 2024.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(5) To consider and adopt the motion on the Company's Annual Report 2023 and Summary of the Annual Report 2023

1. Contents of the motion:
Annual Report 2023 and Summary of Annual Report 2023.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(6) Deliberating and passing the motion on the Company's "2023 Profit Distribution Plan"
1. Contents of the motion:
In order to improve the financial robustness, enhance the ability to resist risks, achieve sustainable, stable and healthy development of the company, and better safeguard the long-term interests of all shareholders, from the actual situation of the company, the Board of directors has decided not to carry out 2023 profit distribution.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(7) Deliberating and passing the motion on the Renewal of Zhongxi Accounting Firm (Special General Partnership) as the Company's audit Institution in 2024
1. Contents of the motion:
The Company intends to continue to employ Zhongxi Accounting Firm (Special General Partnership) as the Company's auditor for 2024 for a period of one year.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(8) Deliberating and passing the motion on CAI Tiyuan leasing his own house to Jilin Tianzheng Biotechnology Co., LTD

1. Contents of the motion:
The company intends to lease CAI Tiyuan's house, No. 1805, Building 3, Hongcheng International Garden Community, No. 88 Dongnanhu Road, Nanguan District, Changchun, 412 square meters, with a transaction amount of 120 thousand yuan/year and a lease term of 18 years.
2. Motion voting result: Agreed by 3 votes; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
CAI Tianyuan is the controlling shareholder and actual controller of the company, and CAI Tianyuan and director CAI Timing are brothers, so CAI Tianyuan and CAI Timing are related directors and avoid voting.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.


(9) Deliberating and adopting the motion on proposing the convening of the 2023 Annual General Meeting of Shareholders
1. Contents of the motion:
To request the Company to convene the 2023 Annual General Meeting on May 13, 2024 in the Company's conference room to consider the matters submitted for consideration at this General Meeting.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion does not need to be submitted to the General meeting for consideration.

 

3. File directory for reference
Resolution of the Fifth Meeting of the Fourth Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.
Confirmation Comments of Directors, Supervisors and Senior Management on the 2023 Annual Report

 

 

Jilin Tianzheng Biotechnology Co., LTD
Board of directors
April 22, 2024