Securities code: 002393 securities abbreviation: Tianjin Lisheng Pharmaceutical Co.Ltd(002393) Announcement No.: 2021-042 Tianjin Lisheng Pharmaceutical Co.Ltd(002393)
Announcement on resolutions of the 31st meeting of the 6th board of directors
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and the announcement is not accurate
There are false records, misleading statements or major omissions.
Tianjin Lisheng Pharmaceutical Co.Ltd(002393) (hereinafter referred to as “the company” or “the company”) sent a written notice of convening the 31st meeting of the sixth board of directors on December 4, 2021, and the meeting was held by means of communication voting on December 14, 2021. 9 directors should attend the meeting and 9 actually attended the meeting. Comply with the provisions of the company law and the articles of association. The meeting adopted the following proposals by voting:
1、 The meeting deliberated and adopted the amendment to the Convention by 9 affirmative votes, 0 negative votes and 0 abstention votes
<公司章程>
The motion of the.
See Annex 1 for the specific amendments, and see http://www.cn.info.com.cn for the articles of association. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2、 The meeting deliberated and adopted the proposal on formulating the management measures for authorization to the management (for Trial Implementation) by 9 affirmative votes, 0 negative votes and 0 abstention votes;
3、 The meeting considered and adopted the proposal on exemption from Tianjin Lisheng Pharmaceutical Co.Ltd(002393) related commitments by 9 affirmative votes, 0 negative votes and 0 abstention votes;
The board of directors of the company believes that the relevant commitments of the company exempted this time comply with the relevant provisions of laws and regulations such as guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. The company held the 31st meeting of the 6th board of directors on December 14, 2021 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.. CN., China Securities Journal and securities times for details.
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
4、 The meeting deliberated and adopted the proposal on entrusted loans to the wholly-owned subsidiary Tianjin Biochemical Pharmaceutical Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes;
At present, Tianjin Biochemical Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the company, is facing the pressure of shortage of working capital. Therefore, the company is requested to give support. The company plans to use its own funds to provide biochemical pharmaceutical with a entrusted loan of RMB 20 million through Industrial Bank Co.Ltd(601166) Tianjin Branch. The term of a single loan is two years, and the amount is recycled within two years. The loan interest rate is subject to the loan contract signed by both parties.
5、 The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention votes;
According to the articles of association, the company will hold the second extraordinary general meeting of shareholders in 2021 at 3:00 p.m. on December 30, 2021 in the company’s conference room. See http://www.cn.info.com.. CN., China Securities Journal and securities times for details.
It is hereby announced.
Tianjin Lisheng Pharmaceutical Co.Ltd(002393) board of directors
December 15, 2021
Annex 1:
Before and after revision
…………
Article 83 the list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting in the form of proposal. Candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting. Candidates for directors and supervisors are selected as follows: candidates for directors and supervisors are selected as follows:
(i) Candidates for directors and supervisors of the company shall be nominated by shareholders. (i) Candidates for directors and supervisors of the company shall be nominated by shareholders. (2) candidates for independent directors of the company shall be nominated by the board of directors and supervisors of the company. The board of directors or shareholders above the board of directors and supervisors of the company shall hold 1% of the issued shares of the company alone or jointly. (2) candidates for independent directors of the company shall be nominated by the board of directors and supervisors of the company in the form of recommendation. The board of directors or shareholders above the board of directors shall hold the issued shares of the company alone or jointly （3） The employee representatives in the board of supervisors shall be nominated by more than 1% of the shareholders of the company’s employee representatives in the form of recommendation.
Will be democratically elected. （3） The employee representatives in the board of supervisors shall be democratically elected by the company’s employee representative (4) directors and supervisor candidates before the shareholders’ meeting. They shall make a written commitment, agree to accept the nomination and promise to make public disclosure （4） Before the general meeting of shareholders, the candidates for directors and supervisors shall provide true and complete information on the candidates for directors and supervisors, and guarantee that they shall be deemed as a written commitment, agree to accept the nomination, and promise to publicly disclose the responsibilities of directors and supervisors after the election. The general meeting of shareholders shall provide true and complete information on the candidates for directors and supervisors, and ensure that when the current directors and supervisors vote, according to Earnestly perform the duties of directors and supervisors after election in accordance with the provisions of the articles of association. The cumulative voting system may be implemented for the election or resolution of the general meeting of shareholders. When voting by directors and supervisors, according to the provisions of the articles of association, the cumulative voting system mentioned in the preceding paragraph refers to the cumulative voting system that shall be implemented for the resolution of the general meeting of shareholders to elect directors or supervisors or the general meeting of shareholders. In the case of supervisors, each share has the same voting rights as the number of directors to be elected or supervisors. The cumulative voting system mentioned in the preceding paragraph refers to the voting rights of the general meeting of shareholders to elect directors. When the voting rights owned by shareholders can be aggregated or supervisors, each share has the same voting rights as the directors to be elected or supervisors. With the same number of voting rights, the voting rights owned by shareholders can be used centrally.
……
