Announcement of 2023 Annual General Meeting resolution

release time:

2024-05-14 09:57

AnnouncementNumber: 2024-019

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

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of 2023 Annual General Meeting resolution

 

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. Date of the meeting: May 13, 2024
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. Meeting Moderator: Mr. CAI Tiyuan, Chairman
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, holding a total of 62,028,068 shares of voting rights, accounting for 54.89% 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 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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(2) Deliberating and passing the motion on the "2023 Work Report of the Board of Supervisors" of the Company
1. Contents of the motion:
Report on the work of the Board of Supervisors in 2023.
2. Motion voting result:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.

(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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.

(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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(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:
62,028,068 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.

(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:
The number of ordinary shares agreed to be 12,871,268, 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 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
CAI Tianyuan is the controlling shareholder and actual controller of the company, and CAI Tianyuan and the shareholder CAI Timing are brothers, so CAI Tianyuan and CAI Timing are related shareholders and avoid voting.

 

3.Lawyer witness
(1) Name of law firm: Jilin Dahua Mingren Law Firm
(2) Lawyer's name: Li Song, Sun Xianfeng
(3) Concluding observations
The convening and convening procedures of the shareholders' meeting of the Company are in accordance with the Articles of Association of the Company and relevant laws, administrative regulations, rules and normative documents, and the qualifications of the convener of the meeting, the qualifications of the personnel attending the shareholders' meeting, the voting procedures and voting results of the meeting are legal and valid.


4. File directory for reference
Resolution of the 2023 Annual General Meeting of Jilin Tianzheng Biotechnology Co., LTD.
Legal Opinion of Jilin Dahua Mingren Law Firm on the 2023 Annual General Meeting of Jilin Tianzheng Biotechnology Co., LTD.

 

 

Jilin Tianzheng Biotechnology Co., LTD
Board of directors
May 13, 2024