Securities code: 000513, 01513 securities abbreviation: Livzon Pharmaceutical Group Inc(000513) , Lizhu pharmaceutical Announcement No.: 2021-103 Livzon Pharmaceutical Group Inc(000513)
Announcement on resolutions of the 27th meeting of the 10th 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.
The 27th meeting of the 10th board of directors of Livzon Pharmaceutical Group Inc(000513) (hereinafter referred to as "the company") was held by means of communication voting on December 30, 2021, and the meeting notice was sent by e-mail on December 24, 2021. 11 directors should attend the meeting and 11 actually attended the meeting. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. After careful consideration by the directors attending the meeting, the following resolutions are made:
1、 The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
After careful consideration by the directors attending the meeting, it is agreed that the company's daily connected transactions with related parties in 2022 are expected. Details are as follows:
1. The company expects that the total amount of daily related party transactions with the controlling shareholder Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as " Joincare Pharmaceutical Group Industry Co.Ltd(600380) ") and its subsidiaries in 2022 will be about RMB 545.15 million. The third extraordinary general meeting of shareholders of the company in 2019 deliberated and approved the proposal on signing the three-year continuous related party / connected transaction framework agreement between the company and Joincare Pharmaceutical Group Industry Co.Ltd(600380) from 2020 to 2022, It is agreed that the maximum amount of commodity purchase transactions between the company and Joincare Pharmaceutical Group Industry Co.Ltd(600380) and its subsidiaries in 2022 is 467 million yuan.
The estimated cumulative amount of transactions related to other daily operations of Joincare Pharmaceutical Group Industry Co.Ltd(600380) and its subsidiaries other than purchased goods is about 78.15 million yuan, accounting for 0.65% of the company's latest audited net assets attributable to the owners of the parent company (12107.2419 million yuan), which need not be submitted to the general meeting of shareholders for deliberation.
2. The company estimates that the total amount of daily related party transactions with other related parties Guangdong Lanbao Pharmaceutical Co., Ltd. in 2022 is RMB 98.3 million, accounting for 0.81% of the company's latest audited net assets attributable to the owners of the parent company (RMB 12107.2419 million), which need not be submitted to the general meeting of shareholders for deliberation.
3. The company estimates that the total amount of daily related party transactions with the holding subsidiary of other related parties Shenzhen health Alu Information Technology Co., Ltd. in 2022 is RMB 10.04 million, accounting for 0.08% of the company's latest audited net assets attributable to the owners of the parent company (RMB 12107.2419 million), which need not be submitted to the general meeting of shareholders for deliberation.
4. The company estimates that the total amount of daily related party transactions with other related parties Zhuhai shengmei biological diagnostic technology Co., Ltd. and its holding subsidiary Zhuhai shengmei gene testing technology Co., Ltd. in 2022 is RMB 4.67 million, accounting for 0.04% of the company's latest audited net assets attributable to the owners of the parent company (RMB 12107.2419 million), It is not necessary to submit it to the general meeting of shareholders for deliberation.
5. The company estimates that the total amount of daily related party transactions with other related parties Shenzhen Youbao Technology Co., Ltd. in 2022 is RMB 2.2 million, accounting for 0.02% of the company's latest audited net assets attributable to the owners of the parent company (RMB 12107.2419 million), which need not be submitted to the shareholders' meeting of the company for deliberation.
During the deliberation of this proposal, the related directors Mr. Zhu Baoguo, Mr. Qiu Qingfeng, Mr. Yu Xiong, Mr. Tao Desheng, Mr. Tang Yanggang and Mr. Xu Guoxiang have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
The announcement on the forecast of daily connected transactions in 2022 has been simultaneously disclosed in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN.) on the date of this announcement. 2、 The proposal on the estimation of continuous connected transactions between the company and lizuzumab in 2022 was reviewed and approved. It is agreed that the company and the related party Zhuhai lizuzumab Biotechnology Co., Ltd. (hereinafter referred to as "lizuzumab") have continuous connected transactions, including the provision of energy such as water and electricity, the provision of labor services and the rental of assets, with an estimated total amount of 97.62 million yuan. Among them, the provision of hydropower and other energy is RMB 34.3 million; The provision of labor services is RMB 27 million; The leased assets are 36.32 million yuan. With regard to the above connected transactions, the company and lizumab have respectively signed a framework agreement on continuous connected transactions for the provision of hydropower and other energy, the provision of labor services and the rental of assets.
Based on the fact that Joincare Pharmaceutical Group Industry Co.Ltd(600380) group indirectly holds 33.07% of the equity of lizumab, Mr. Zhu Baoguo indirectly holds 46.95% of the equity of Joincare Pharmaceutical Group Industry Co.Ltd(600380) group and is the chairman of Joincare Pharmaceutical Group Industry Co.Ltd(600380) group, Mr. Yu Xiong is the president of Joincare Pharmaceutical Group Industry Co.Ltd(600380) group, Mr. Qiu Qingfeng is the director of Joincare Pharmaceutical Group Industry Co.Ltd(600380) group, and Mr. Tao Desheng and Mr. Tang Yanggang are the directors of lizumab. Therefore, during the deliberation of this motion, Mr. Zhu Baoguo, Mr. Tao Desheng, Mr. Tang Yanggang, Mr. Yu Xiong and Mr. Qiu Qingfeng have all abstained from voting.
Voting: 6 in favor, 0 against and 0 abstention.
Announcements related to continuing connected transactions have been disclosed on the disclosure website (www.hkexnews. HK) and the company's official website (www.livzon. Com.. CN) on the announcement date.
3、 The proposal on the election of members of the remuneration and assessment committee of the 10th board of directors of the company was deliberated and adopted. Mr. Tao Desheng no longer served as a member of the remuneration and assessment committee of the board of directors of the company due to job transfer. The board of directors agreed to elect Ms. Cui Lijie as a member of the remuneration and assessment committee of the board of directors, with a term of office ending on the expiration of the 10th board of directors of the company.
Voting: 11 in favor, 0 against and 0 abstention.
Livzon Pharmaceutical Group Inc(000513) board of directors December 31, 2021
