Securities code: 000931 securities abbreviation: Beijing Centergate Technologies (Holding) Co.Ltd(000931) Announcement No.: 2022-013
Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology development (holding) Co., Ltd
Announcement of resolutions of the first meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The notice of the first meeting of the eighth board of directors of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology development (holding) Co., Ltd. was sent by hand, e-mail or fax on February 16, 2022, and held by communication vote on February 22, 2022. Nine directors shall be present at the meeting, and nine directors shall actually be present. The convening procedures of the meeting shall comply with relevant laws and regulations and the relevant provisions of the articles of association. After careful discussion and research by the participating directors, the following resolutions were formed: first, the proposal on electing the chairman of the eighth board of directors of the company was deliberated and adopted;
Voting results: 9 in favor, 0 against and 0 abstention.
The eighth board of directors of the company was elected at the second extraordinary general meeting in 2022. Mr. Xu Zhongmin was elected as the chairman of the eighth board of directors of the company until the expiration of the term of office of the current board of directors.
2、 The proposal on the election of members of the special committees of the eighth board of directors was deliberated and adopted one by one; According to Article 139 of the articles of association: “The board of directors of the company has four special committees: strategy, audit, nomination, remuneration and assessment. The members of the special committee are all composed of directors. Among them, independent directors in the audit committee, nomination committee and remuneration and assessment committee shall account for more than half and act as the convener. At least one independent director in the audit committee shall be an accounting professional.”
The eighth board of directors of the company has been elected at the first extraordinary general meeting of shareholders in 2022. In order to ensure the normal operation of the special committees of the new board of directors, in accordance with the articles of association and the rules of procedure of the board of directors, the working rules of the strategy Committee, the working rules of the audit committee and the working rules of the nomination committee According to the relevant requirements in the working rules of the remuneration and assessment committee, the company elects the members of each special committee of the eighth board of directors:
1. Deliberated and adopted the proposal on the members of the audit committee of the board of directors;
Voting results: 9 in favor, 0 against and 0 abstention.
The audit committee of the 8th board of directors of the company is composed of four directors (including three independent directors): Li Wanjun (accounting professional and chairman), Huang Xiuhong, Shi Luwen and Dong Lei. The term of office of the above members of the audit committee of the board of directors is consistent with that of the current board of directors.
2. Deliberated and passed the proposal on the members of the remuneration and assessment committee of the board of directors;
Voting results: 9 in favor, 0 against and 0 abstention.
The remuneration and assessment committee of the 8th board of directors of the company is composed of five directors (including three independent directors): Shi Luwen (Chairman), Huang Xiuhong, Chen Ping, Dong Lei and Li Wanjun; Associate: Li Bin (vice president). The term of office of the above members of the remuneration and assessment committee of the board of directors is consistent with that of the current board of directors.
3. Deliberated and adopted the proposal on the members of the strategy committee of the board of directors;
Voting results: 9 in favor, 0 against and 0 abstention.
The strategy committee of the 8th board of directors of the company is composed of five directors (including three independent directors): Xu Zhongmin (Chairman), Hou Zhanjun, Dong Lei, Shi Luwen and Li Wanjun. The term of office of the above members of the strategy committee of the board of directors is consistent with that of the current board of directors.
4. Deliberated and adopted the proposal on the nomination of members of the Committee of the board of directors;
Voting results: 9 in favor, 0 against and 0 abstention.
The nomination committee of the 8th board of directors of the company is composed of five directors (including three independent directors): Dong Lei (Chairman), Huang Xiuhong, Chen Ping, Shi Luwen and Li Wanjun. The term of office of the above members of the nomination committee of the board of directors is the same as that of the current board of directors.
3、 The proposal on the appointment of senior managers of the company was deliberated and adopted one by one;
After the review and approval of the nomination committee of the board of directors, the board of directors of the company appoints the following personnel as senior managers of the company, and the term of office is the same as that of the current board of directors (the resume is attached):
1. Deliberated and passed the proposal on appointing Mr. Hou Zhanjun as the president of the company;
Voting results: 9 in favor, 0 against and 0 abstention.
Nominated by the nomination committee of the company, Mr. Hou Zhanjun was appointed as the president of the company.
2. Deliberated and passed the proposal on appointing Mr. Li Bin as the vice president of the company;
Voting results: 9 in favor, 0 against and 0 abstention.
Nominated by the nomination committee and the president of the company, Mr. Li Bin was appointed as the vice president of the company.
3. Deliberated and passed the proposal on appointing Ms. Wang Xihong as the vice president of the company;
Voting results: 9 in favor, 0 against and 0 abstention.
Nominated by the nomination committee and the president of the company, Ms. Wang Xihong was appointed as the vice president of the company.
4. Deliberated and passed the proposal on appointing Mr. Che Dehui as the vice president of the company;
Voting results: 9 in favor, 0 against and 0 abstention.
Mr. Che Dehui was appointed as the vice president of the company upon nomination by the nomination committee and the president of the company.
5. Deliberated and passed the proposal on appointing Mr. Huang Zhiyu as vice president and Secretary of the board of directors of the company; Voting results: 9 in favor, 0 against and 0 abstention.
Nominated by the nomination committee, chairman and President of the company, Mr. Huang Zhiyu was appointed as vice president and Secretary of the board of directors of the company.
6. The proposal on appointing Mr. Song Xuewu as vice president and chief financial officer of the company was deliberated and adopted. Voting results: 9 in favor, 0 against and 0 abstention.
Nominated by the nomination committee and the president of the company, Mr. Song Xuewu was appointed as vice president and chief financial officer of the company. The independent directors of the company expressed their independent opinions on the appointment of the above senior executives.
4、 Deliberated and passed the proposal on appointing the company’s securities affairs representative one by one;
After study and decision, the board of directors of the company appointed Ms. Xiang Haoran and Ms. Hu Xiumei (attached to the resume) as the securities affairs representative of the eighth board of directors, who have obtained the qualification certificate of secretary of the board of directors, and their term of office is until the expiration of the term of office of the current board of directors.
1. Deliberated and passed the proposal on appointing Ms. Xiang Haoran as the representative of the company’s securities affairs;
Voting results: 9 in favor, 0 against and 0 abstention.
2. The proposal on appointing Ms. Hu Xiumei as the representative of the company’s securities affairs was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on Duoduo pharmaceutical applying for 30 million yuan of working capital credit from Agricultural Bank Of China Limited(601288) and Shanghai Pudong Development Bank Co.Ltd(600000) to provide mortgage guarantee;
Voting results: 9 in favor, 0 against and 0 abstention.
In order to meet the needs of production and operation funds, Duoduo Pharmaceutical Co., Ltd. (hereinafter referred to as Duoduo pharmaceutical), a holding subsidiary of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Sihuan Pharmaceutical Development Co., Ltd. (hereinafter referred to as Sihuan pharmaceutical), a wholly-owned subsidiary of the company, plans to apply to Agricultural Bank Of China Limited(601288) Jiamusi branch for a working capital loan of no more than 30 million yuan, and plans to apply to Shanghai Pudong Development Bank Co.Ltd(600000) Harbin branch for a working capital loan of no more than 30 million yuan
Over 20 million yuan of bank exposure credit, of which 10 million yuan is used for working capital loans and 10 million yuan is used for issuing bank acceptance bills, both of which have a term of one year.
At the same time, Duoduo pharmaceutical provided mortgage guarantees for the above-mentioned loans with its own real estate located at No. 15, Anqing street, Dongfeng District, Jiamusi City, Heilongjiang Province (construction area: 29061.72 square meters) and 24 sets of self owned real estate located at No. 66, Xuehua South 1st Road, Songbei District, Harbin City, Heilongjiang Province and No. 2816, Qunli Fifth Avenue, Daoli District (construction area: 2124.9 square meters).
The company intends to agree to the above matters.
Jiamusi Zhongqiang assets appraisal firm selected by the bank appraised 15 self owned real estate located at No. 555 anqing street, Dongfeng District, Jiamusi City, Heilongjiang Province, And issued the real estate mortgage value appraisal report numbered jiazhongqiang pingbao Zi (2021) No. 000826-000829: the total mortgage value of the above real estate on August 19, 2021 is 62.1573 million yuan.
Beijing guoxinda Real Estate Land Appraisal Co., Ltd. selected by the bank The 24 self owned properties at No. 2816, Qunli Fifth Avenue, Daoli District were appraised and issued the real estate mortgage appraisal report numbered Jingguo Xinda appraisal Zi (2022) No. 2225 and 2234: the total mortgage value of the above properties on the value date of February 9, 2022 was RMB 20.6151 million. According to Article 125 of the articles of association: “if the company’s mortgage loan is used by the company and its holding subsidiaries, the board of directors may use the assets that do not exceed 50% of the company’s audited net assets in the latest fiscal year to mortgage.” The total amount of this mortgage loan does not exceed 50% of the audited net assets in 2020. Therefore, it only needs to be deliberated and approved by the board of directors and does not need to be submitted to the general meeting of shareholders.
The relevant agreement has not yet been signed.
6、 Deliberated and passed the proposal on adjusting the allowance of independent directors;
Voting results: 9 in favor, 0 against and 0 abstention.
With the continuous development of the company’s business and the continuous improvement of standardized operation requirements, in order to further give full play to the scientific decision-making support and supervision role of independent directors, the company, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association and relevant systems of the company issued by the CSRC, in combination with the industry According to the level of regional economic development and the actual operation of the company, the allowance standard for independent directors of the company is proposed to be adjusted from 90000 yuan / year before tax to 120000 yuan / year before tax. The travel expenses of independent directors attending the board of directors and the general meeting of shareholders of the company and the reasonable expenses required for exercising their functions and powers in accordance with the articles of association can be reimbursed in the company.
After the matter is considered and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for approval.
7、 Deliberated and passed the proposal on resignation and election of independent directors;
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors of the company recently received the resignation report submitted by the independent director Mr. Li Wanjun (accounting professional). Mr. Li Wanjun resigned as an independent director of the eighth board of directors, director of the audit committee of the board of directors, member of the nomination committee of the board of directors, member of the strategy committee of the board of directors and member of the remuneration and assessment committee of the board of directors for personal reasons.
The resignation of Mr. Li Wanjun will result in the independent directors of the eighth board of directors accounting for less than one-third of all members of the board of directors. According to the rules for independent directors of listed companies and other relevant provisions, Mr. Li Wanjun’s resignation application will take effect only after the company holds a shareholders’ meeting to elect new independent directors. Before the new independent directors take office, Mr. Li Wanjun will still perform his duties as an independent director in accordance with relevant laws, regulations and the articles of association. The board of directors of the company expresses heartfelt thanks to Mr. Li Wanjun for his valuable contribution to the development of the company during his tenure as an independent director of the company!
After the review and approval of the nomination committee of the board of directors, the company plans to elect Mr. bick as an independent director of the eighth board of directors, and the term of office is the same as that of the eighth board of directors. The independent directors expressed their independent opinions on the above matters.
After the matter is considered and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for approval.
8、 The proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
The company plans to hold the third extraordinary general meeting of shareholders in 2022:
(I) convener: the 8th board of directors of the company
(II) meeting time:
1. On site meeting time: 14:30 pm on Thursday, March 10, 2022;
2. Online voting time: Thursday, March 10, 2022.
Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on Thursday, March 10, 2022.
The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 to 15:00 on Thursday, March 10, 2022.
(III) mode of holding: combination of on-site meeting and online voting
(IV) equity registration date: Thursday, March 3, 2022.
(V) Venue: meeting room (VI), 22nd floor, block B, Pengrun building, No. 26, Xiaoyun Road, Chaoyang District, Beijing
1. Proposal on adjusting the allowance of independent directors;
2. Proposal on the election of independent directors.
8、 Documents for future reference
1. Resolutions of the first meeting of the eighth board of directors;
2. Jiamusi Zhongqiang assets appraisal office issued jiazhongqiang appraisal report Zi (2021) No. 000826-000829, and Beijing guoxinda appraisal report Zi (2022) No. 2225 and 2234 issued by Beijing guoxinda Real Estate Land Appraisal Co., Ltd;
3. A copy of the business license of Duoduo pharmaceutical, the audit report of 2020 and the financial statements as of September 30, 2021.
It is hereby announced
Board of directors of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and technology development (holding) Co., Ltd
February 22, 2002
