Securities code: 300138 securities abbreviation: Chenguang Biotech Group Co.Ltd(300138) Announcement No.: 2021-160 Chenguang Biotech Group Co.Ltd(300138)
Announcement on resolutions of the 37th meeting of the 4th 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.
Chenguang Biotech Group Co.Ltd(300138) (hereinafter referred to as “the company”) ）The board of directors sent the notice of the 37th meeting of the 4th board of directors to all directors by personal delivery, telephone and e-mail on December 20, 2021. The meeting was held in the company’s conference room on December 26, 2021 in a combination of on-site and communication. The meeting was presided over by Mr. Lu Qingguo, chairman of the board, and six directors should attend the meeting, Six directors actually attended the meeting (independent directors Liu Zhanglin, Zhou Fangsheng and Wang Shuhong attended by means of communication and director Li yuezhai attended by means of communication). The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law and the articles of Association And other relevant regulations. After the study and discussion of the directors present at the meeting, the following proposals were deliberated and adopted: I. the proposal on capital increase to Handan Chenguang, a subsidiary, was deliberated and adopted
The wholly-owned subsidiary of the company – Chenguang Biotech Group Co.Ltd(300138) Technology Group Handan Co., Ltd. (hereinafter referred to as “Handan Chenguang”), with a registered capital of 50 million yuan, is located in Handan Development Zone, Hebei Province. The subsidiary currently undertakes the construction of the company’s “three centers” (R & D center, pilot test center and testing center), health food business, Research Institute of traditional Chinese medicine industry and relevant supporting facilities.
In order to meet the needs of its business scale development, improve its asset liability structure and support the development of new business, the company plans to use its own funds to increase capital by 150 million yuan to Handan Chenguang. After the capital increase, the registered capital of Handan Chenguang will increase to 200 million yuan.
Voting result: Six affirmative votes; No votes; No abstentions.
The specific contents of the proposal are detailed in the announcement documents disclosed on cninfo.com in the same period.
2、 The proposal on acquiring part of the equity of other shareholders of subsidiaries and increasing their capital was deliberated and adopted. Hebei Chenguang Tianrun Pharmaceutical Co., Ltd. (hereinafter referred to as “Tianrun pharmaceutical”), a secondary holding subsidiary of the company, has an indirect shareholding ratio of 79% (directly held by Hebei Chenguang Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the company).
Tianrun pharmaceutical, with a registered capital of 40 million yuan, mainly undertakes the construction of API projects. Comprehensively considering the development strategic objectives of Tianrun pharmaceutical and the situation of other shareholders, in order to promote the smooth implementation of the project, through negotiation, Chenguang pharmaceutical plans to acquire the other shareholders of Tianrun pharmaceutical with its own capital of 1.2468 million yuan. Mr. Yan Longxiang and Mr. Zhao shebin jointly hold 10% of the shares of Tianrun pharmaceutical. After the acquisition, Chenguang pharmaceutical will hold 89% of the shares of Tianrun pharmaceutical. Meanwhile, Chenguang pharmaceutical will increase the capital of Tianrun Pharmaceutical by 48 million yuan. After the capital increase, Chenguang pharmaceutical will hold 95% equity of Tianrun pharmaceutical and Mr. Yan Longxiang will hold 5% equity of Tianrun pharmaceutical.
Voting result: Six affirmative votes; No votes; No abstentions.
The specific contents of the proposal are detailed in the announcement documents disclosed on cninfo.com in the same period.
3、 The proposal on capital increase to the subsidiary Chenguang pharmaceutical was deliberated and adopted
Hebei Chenguang Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Chenguang pharmaceutical”) ）With a registered capital of 19 million yuan, the subsidiary undertakes the development of traditional Chinese medicine business and directly holds the equity of Tianrun pharmaceutical. In order to meet its business needs, improve its asset liability structure and consider its investment in Tianrun pharmaceutical, the company plans to use its own funds to increase the capital of Chenguang Pharmaceutical by 81 million yuan. After the capital increase, the registered capital of Chenguang pharmaceutical will increase to 100 million yuan.
Voting result: Six affirmative votes; No votes; No abstentions.
The specific contents of the proposal are detailed in the announcement documents disclosed on cninfo.com in the same period.
It is hereby announced
Chenguang Biotech Group Co.Ltd(300138) board of directors
December 26, 2021
