Securities code: Betta Pharmaceuticals Co.Ltd(300558) securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022017 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on the resolutions of the 29th meeting of the third 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.
1、 Meetings of the board of directors
1. The board of directors was convened by Chairman Mr. Ding Liming. The notice of the meeting was sent to all directors by e-mail, telephone and other forms on February 25, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The meeting of the board of directors was held on March 4, 2022 in the conference room on the 15th floor of the administrative building of the company's Hangzhou headquarters. The combination of on-site meeting and teleconference was adopted for on-site voting.
3. The actual number of people attending the meeting is 11.
4. The board of directors was presided over by Mr. Ding liming, chairman of the board of directors, and Mr. Wu Lingxi, Secretary of the board of directors of the company, attended the board of directors.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the Betta Pharmaceuticals Co.Ltd(300558) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. The proposal on investment in Wuhan Heyuan Biotechnology Co., Ltd. and related party transactions was deliberated and adopted to expand the new drug innovation technology platform of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as "the company") and accelerate the strategic layout of the company in the field of disease treatment, The company plans to subscribe 20010395 ordinary shares of pre IPO series newly issued by Wuhan Heyuan Biotechnology Co., Ltd. with its own capital of 385 million yuan at the price of 19.24 yuan per share. After the completion of this investment, the company is expected to hold 7.60% of its equity (the final shareholding ratio is subject to the register of shareholders after financing).
Due to the joint investment of Hangzhou Beiming equity investment fund partnership (limited partnership) controlled by the company's connected natural person Mr. Ding Shizhe, this event constitutes a connected transaction in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the articles of association and the company's connected transaction decision-making system, When submitted to the board of directors for deliberation, Dr. Ding liming, a related director, avoided voting. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions.
Since the amount of this transaction and the accumulated amount involved in the connected transactions between the same connected person and the company in 12 consecutive months have reached the deliberation standard of the general meeting of shareholders, this matter needs to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on investment in Wuhan Heyuan Biotechnology Co., Ltd. and related party transactions (Announcement No.: 2022019).
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The first shareholders' meeting of the company will be held on the 1st floor of Hangzhou Zhongxing Economic Development Zone (2022) at 15:00 on the 1st day of August in combination with the voting of the shareholders' meeting of the company. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
3、 Documents for future reference
1. Betta Pharmaceuticals Co.Ltd(300558) the resolution of the 29th meeting of the third board of directors;
2. Prior approval opinions of independent directors on matters related to the 29th meeting of the third board of directors; 3. Independent opinions of independent directors on matters related to the 29th meeting of the third board of directors.
It is hereby announced.
Betta Pharmaceuticals Co.Ltd(300558) board of directors
March 4, 2022
