Announcement document
Securities code: Jiuzhitang Co.Ltd(000989) securities abbreviation: Jiuzhitang Co.Ltd(000989) Announcement No.: 2022033
Jiuzhitang Co.Ltd(000989)
Announcement of resolutions of the 9th meeting of the 8th 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
Jiuzhitang Co.Ltd(000989) the 9th meeting of the 8th board of directors was proposed by the chairman of the board, and the meeting was held by means of communication on April 23, 2022. 9 directors should attend the meeting and 9 directors should attend the meeting. The meeting has been reported to the board of supervisors of the company. The convening of the meeting of the board of directors complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
After the directors of the company fully understood the meeting proposal and expressed their opinions, the following proposals were unanimously considered and adopted at the meeting:
Proposal on related party transactions of transferring part of equity of subsidiaries
On April 23, 2022, Jiuzhitang Co.Ltd(000989) (hereinafter referred to as "the company" or "the transferor") and Yifeng Pharmacy Chain Co.Ltd(603939) (hereinafter referred to as " Yifeng Pharmacy Chain Co.Ltd(603939) " or "the Transferee") signed the equity transfer framework agreement. According to the agreement, the company plans to sell 51% of the equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. to the transferee for a transaction consideration of 204 million yuan. The counterparty of this transaction is Yifeng Pharmacy Chain Co.Ltd(603939) . Mr. Li Zhenguo, the controlling shareholder and chairman of the company, signed the stock transfer agreement on Jiuzhitang Co.Ltd(000989) with Yifeng Pharmacy Chain Co.Ltd(603939) on April 23, 2022. Mr. Li Zhenguo plans to transfer 5.00% of the company's shares held by him to Yifeng Pharmacy Chain Co.Ltd(603939) , which is being performed. According to the agreement, Yifeng Pharmacy Chain Co.Ltd(603939) may become more than 5% of the shareholders of the company in the next 12 months, so Yifeng Pharmacy Chain Co.Ltd(603939) is the affiliated legal person of the company. At the same time, considering that Mr. Li Zhenguo is the chairman of the company and that he and Yifeng Pharmacy Chain Co.Ltd(603939) are carrying out transfer transactions involving the company's shares, according to the provisions of the stock listing rules, this transaction constitutes a connected transaction, and Mr. Li Zhenguo, the chairman of the board, avoided voting at the meetings of the board of directors and the general meeting of shareholders when considering this transaction.
This proposal has been approved and expressed independent opinions by independent directors in advance, and Mr. Li Zhenguo, a related director, avoided voting. For details, please refer to the full text of Jiuzhitang Co.Ltd(000989) announcement on related party transactions of transferring part of equity of subsidiaries (Announcement No.: 2022034) published in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo.com.
Jiuzhitang Co.Ltd(000989) 1
Announcement document
Voting: Mr. Li Zhenguo, a related director, avoided voting, with 8 votes in favor, 0 against and 0 abstention. 3、 Documents for reference 1. Resolutions of the 9th meeting of the 8th board of directors 2. Prior approval letter of independent directors at the 9th meeting of the 8th board of directors 3. Opinions of independent directors at the 9th meeting of the 8th board of directors
Jiuzhitang Co.Ltd(000989) board of directors April 25, 2022
Jiuzhitang Co.Ltd(000989) 2
