Securities code: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) securities abbreviation: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Announcement No.: 2022013
Yunnan Jianzhijia Health-Chain Co.Ltd(605266)
Announcement on resolutions of the 14th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The notice of the 14th meeting of the 5th board of directors of Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) health chain store Co., Ltd. (hereinafter referred to as "the company") was sent to all directors by e-mail on February 23, 2022, and the meeting was held by on-site communication on February 28, 2022. There were 7 directors who should vote at the meeting and 7 directors who actually voted. Mr. Lan Bo, the chairman of the board of directors, presided over the meeting, and the supervisors of the company attended the meeting as nonvoting delegates. The convening of this meeting was in accordance with the relevant provisions of the company law and the articles of association. After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted:
1. Proposal on the company's planning of major asset restructuring and signing of equity acquisition intention agreement
7 affirmative votes; No negative vote; The motion was passed with 0 abstention.
The company plans to acquire the 80% - 100% equity of Tangren Pharmaceutical Co., Ltd. held by the shareholders of Hebei Tangren Pharmaceutical Co., Ltd. after the reorganization by paying cash, so as to achieve the purpose of controlling or wholly controlling Tangren pharmaceutical, so as to realize the M & A of Tangren pharmaceutical chain pharmacy brand, Direct stores, various operating assets, operating resources and operating interests, Promote the company's business expansion in the Bohai Rim region with Beijing, Tianjin and Hebei as the core.
The agreement signed this time is only an intentional agreement. The specific matters of this asset purchase will be further negotiated and negotiated by all parties according to the results of due diligence, audit and evaluation. The final equity proportion, counterparty and transaction price will be determined by all parties through negotiation, and the corresponding decision-making and approval procedures will be performed according to law, so as to sign a formal equity transfer agreement.
This transaction may constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. The company will hire relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out relevant work as soon as possible in accordance with the relevant provisions of Shanghai Stock Exchange and China Securities Regulatory Commission.
The proposal is deliberated and approved within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. At the stage when the parties to the transaction agree on a formal agreement, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and submit matters related to major asset restructuring to the board of directors and the general meeting of shareholders for deliberation.
This transaction is still in the planning stage, and necessary internal and external decision-making and approval procedures need to be performed. There is a risk of failing to pass such decision-making and approval procedures. There are still major uncertainties in matters related to this transaction. If the asset purchase business is successfully promoted, there are risks such as cross regional development risk, failure to meet expectations in the management and operation integration of the target company, goodwill impairment risk, fund-raising risk, decline in shareholder income, talent training, insufficient introduction and loss. Please invest rationally, And carefully read the risk tips disclosed in the announcement on planning major asset restructuring and signing equity acquisition intention agreement. For details, see the announcement on planning major asset restructuring and signing equity acquisition intention agreement (Announcement No. 2022017) disclosed by the company on the same day
2. The proposal on changing the business scope of the company, amending the articles of association and handling industrial and commercial changes was approved by 7 votes; No negative vote; With 0 abstention, the proposal was passed;
The proposal still needs to be submitted to the general meeting of shareholders for deliberation and approval. For details, see the announcement on Amending the articles of association and handling the industrial and commercial change registration (Announcement No. 2022015) disclosed by the company on the same day
3. Proposal on applying for comprehensive credit line from financial institutions and providing guarantee for comprehensive credit line by the company and its subsidiaries
7 affirmative votes; No negative vote; With 0 abstention, the proposal was passed;
The independent directors of the company have expressed their independent opinions on this proposal, which needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, see the announcement on the company and its subsidiaries applying for comprehensive credit line and providing guarantee for comprehensive credit line to financial institutions (Announcement No. 2022016) disclosed by the company on the same day
4. Notice on convening the second extraordinary general meeting of shareholders in 2022
7 affirmative votes; No negative vote; With 0 abstention, the proposal was passed;
For details, see the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No. 2022018) disclosed by the company on the same day
It is hereby announced.
Yunnan Jianzhijia Health-Chain Co.Ltd(605266) board of directors March 1, 2022
