Securities code: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) securities abbreviation: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) Announcement No.: 2022010 Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Announcement of resolutions of the 10th meeting (interim meeting) of the ninth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) (hereinafter referred to as “the company”) the 10th meeting (interim meeting) of the 9th board of directors was held by means of communication on March 3, 2022. The meeting was convened and presided over by Ms. Fu Shaolan, chairman of the company. The notice of this meeting was sent by means of communication on March 1, 2022. 13 directors should attend the meeting, and 13 directors actually attended the meeting. The meeting procedures comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful discussion, the directors attending the meeting considered the following proposals:
1. Proposal on cash management with temporarily idle raised funds
The board of directors agrees that the company will continue to use the temporarily idle raised funds with an amount of no more than 600 million yuan for cash management and invest in low-risk, short-term (no more than one year) principal guaranteed products, including but not limited to principal guaranteed financial products and structured deposits. The term of the investment products is 2022 and can be used on a rolling basis, In addition, the company’s management is authorized to exercise investment decision-making power within the limit and sign relevant legal documents, and the company’s financial department is responsible for the specific organization and implementation. For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) on cash management with temporarily idle raised funds on.
The independent directors of the company have expressed independent opinions on this proposal, and Guotai Junan Securities Co.Ltd(601211) has issued special verification opinions on this proposal. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
2. Proposal on using idle raised funds to temporarily supplement working capital
The board of directors agrees that the company will temporarily replenish the working capital with the previous idle raised capital. After returning the working capital on schedule, the company will continue to use part of the idle raised capital not exceeding 250 million yuan to temporarily replenish the working capital, and the service life shall not exceed 12 months from the expiration date of the authorization at the fourth meeting of the ninth board of directors (April 19, 2022). For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Announcement of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) on temporarily replenishing working capital with idle raised funds on.
The independent directors of the company have expressed independent opinions on this proposal, and Guotai Junan Securities Co.Ltd(601211) has issued special verification opinions on this proposal. For details, see http://www.cn.info.com.cn.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
3. Proposal on Amending the articles of Association
In accordance with the relevant provisions of the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, and in combination with the actual situation of the company, The board of directors agreed to amend the Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) articles of association. Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）The Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) articles of association on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
4. Proposal on Xinjiang Deyuan applying for 20 million yuan of working capital
The proposal on signing the strategic cooperation agreement was deliberated and approved by the 31st meeting of the 8th board of directors and the 6th extraordinary general meeting in 2020. It was agreed that after the strategic cooperation agreement was deliberated and approved by the general meeting of shareholders, the general meeting of shareholders of the company shall authorize the board of directors of the company to fully handle the specific matters under this agreement within the loan principal amount. The purpose of the working capital of 20 million yuan applied by Xinjiang Deyuan is in line with the purpose of the capital specified in the strategic cooperation agreement signed between the company and Xinjiang Deyuan, and meets the lending conditions. The specific lending time and amount are authorized to be implemented by the management of the company according to the actual situation.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
5. Proposal on applying for bank credit and providing guarantee for subsidiaries in 2022
In order to ensure normal capital turnover, the board of directors approved Guangdong Shuanglin biopharmaceutical Co., Ltd. (hereinafter referred to as “Guangdong Shuanglin”) to apply for a comprehensive financing credit line of up to RMB 1.2 billion from financial institutions in 2022, The highest credit line of Harbin Paco Pharmaceutical Co., Ltd. (hereinafter referred to as “Paco”) is approved to apply to Harbin Paco Finance Co., Ltd. (hereinafter referred to as “Paco finance”) for 202.5 billion yuan. It is agreed that the company shall provide joint and several liability guarantee for the wholly-owned subsidiaries Guangdong Shuanglin and paisficho within the above limit, and the amount and period of each guarantee shall be agreed in the specific contract. The guaranteed units Guangdong Shuanglin and paisficho provided counter guarantee with all assets. The validity period of applying for bank credit and providing guarantee line for subsidiaries is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of adoption of the resolution of the general meeting of shareholders deliberating the application for bank credit and providing guarantee line for subsidiaries in the next year.
Guangdong Shuanglin and paisficho applied to financial institutions for comprehensive financing credit line, and authorized the legal representatives of Guangdong Shuanglin and paisficho to sign relevant documents in the actual process. For the guarantee provided by the company as a wholly-owned subsidiary within the above limit, the legal representative of the company is authorized to sign relevant documents in the actual handling process. For the guarantee required by the subsidiary company beyond the above limit, it shall be separately submitted to the board of directors or the general meeting of shareholders for deliberation according to the situation.
For details, please refer to Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) the announcement on applying for bank credit and providing guarantee for subsidiaries in 2022, which was published in the securities times and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Come on.
The independent directors of the company have expressed independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
6. Proposal on convening the first extraordinary general meeting of shareholders in 2022
The board of directors agreed that the company would hold the first extraordinary general meeting of shareholders in 2022 in Zhanjiang on Monday, March 21, 2022. For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published on the same day Notice of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 13 in favor, 0 against and 0 abstention. The voting result of this proposal is passed.
3、 Documents for future reference
Resolution of the 10th meeting (interim meeting) of the 9th board of directors.
It is hereby announced.
Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) board of directors
March 4, 2002
