Securities code: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022034 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Announcement of resolutions of the first meeting of the second 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as "the company") the first meeting of the second board of directors was held by means of communication voting on May 19, 2022. The notice of this meeting was sent to all directors by e-mail on May 19, 2022. All directors present at the meeting were informed of the necessary information related to the matters discussed. All directors unanimously agreed to waive the advance notice period of this meeting, and the convener has made an explanation on the exemption of the notice of the meeting of the board of directors at the meeting of the board of directors. All directors unanimously agreed to elect Mr. zelinsheng to preside over the meeting. 9 directors should attend the meeting and 9 actually attended the meeting. The convening and convening procedures of the meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws, regulations and departmental rules, as well as the relevant provisions of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of Association (hereinafter referred to as the "articles of Association"), and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on Exempting the notice time limit of the first meeting of the second board of directors of the company
After deliberation, all directors unanimously agreed to waive the advance notice period of this meeting.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on electing the chairman of the second board of directors of the company
After deliberation, all directors unanimously agreed to elect Mr. Zelin Sheng as the chairman of the second board of directors of the company, and the term of office is the same as that of the second board of directors.
For details, please refer to the company's disclosure on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement of Suzhou Zejing biopharmaceutical Co., Ltd. (Announcement No.: 2022036).
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the election of members of the special committee of the second board of directors of the company
In order to strengthen the scientificity of the decision-making of the board of directors, improve the decision-making level and improve the corporate governance structure, according to the provisions of relevant laws and regulations and the articles of association, all directors unanimously agreed to establish a strategy committee, audit committee, nomination committee and remuneration and assessment committee under the board of directors, with a term of office consistent with that of the second board of directors.
For details, please refer to the company's disclosure in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022036).
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) the proposal on the appointment of senior managers of the company was deliberated and adopted item by item
In view of the completion of the general election of the second board of directors at the 2021 annual general meeting of shareholders of the company, in order to ensure the smooth and orderly operation of the company, in accordance with relevant laws and regulations and the articles of association, all directors unanimously agree to appoint senior managers of the company, and the term of office is the same as that of the second board of directors. The voting results are as follows: 1. Appoint Zelin Sheng as the general manager of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
2. Appoint Lu Huiping as the executive deputy general manager of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
3. Appoint Jisheng Wu (Wu Jisheng) as the deputy general manager of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
4. LV Binhua was appointed as the deputy general manager of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
5. Gao Qingping was appointed as deputy general manager and Secretary of the board of directors of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
6. Huang Gang was appointed as deputy general manager and financial director of the company
Voting: 9 in favor, 0 abstention and 0 opposition.
7. Appoint Junli Zhang as the deputy general manager of the company
For details, please refer to the company's disclosure on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022036).
The independent directors expressed their independent opinions on the matter.
(V) deliberated and passed the proposal on the appointment of securities affairs representative of the company
In view of the completion of the general election of the second board of directors at the 2021 annual general meeting of shareholders of the company, in order to ensure the smooth and orderly operation of the company, in accordance with relevant laws and regulations and the articles of association, all directors unanimously agreed to appoint Mr. Ma Weihao as the representative of the company's securities affairs to assist the Secretary of the board of directors in carrying out his work, and the term of office is the same as that of the second board of directors.
For details, please refer to the company's disclosure on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on the completion of the general election of the board of directors and the board of supervisors and the appointment of senior managers and securities affairs representatives (Announcement No.: 2022036).
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) the proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft) was deliberated and adopted item by item
The specific scheme and item by item voting results of the company's issuance of A-Shares to specific objects (hereinafter referred to as "this issuance") are as follows:
1. Type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
This issuance is all carried out by issuing A-Shares to specific objects, and will be issued to specific objects at an appropriate time within the validity period after the China Securities Regulatory Commission (hereinafter referred to as "CSRC") agrees to register.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
Investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (QFII), other domestic legal person investors, natural persons and other specific investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After being approved by the board of directors (authorized by the board of directors of the company) and the underwriter in Shanghai Stock Exchange, the final object of inquiry will be determined by the issuer and its authorized underwriter according to the examination and approval of the board of directors of the company. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All the issuers of this offering subscribe for the shares of the company in RMB cash at the same price.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 15% of the total share capital of the company before this issue, that is, the number of shares issued this time shall not exceed 36 million shares (including this number). The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC.
Within the above scope, the final issuance quantity shall be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after obtaining the decision of the CSRC to register the issuance, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the inquiry of the issuance.
If the company's shares have ex rights matters such as share distribution, conversion of capital reserve into share capital and other matters from the announcement date of the resolution of the first board of directors to the issuance date, and other matters lead to changes in the total share capital of the company, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued this time and the total amount of raised funds will be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Pricing base date, issue price and pricing principle
This issuance adopts inquiry issuance, and the pricing benchmark date of this issuance is the first day of the issuance period.
The issuing price of this offering shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date. The final issue price of this offering will be determined by the board of directors and its authorized persons through consultation with the sponsor (lead underwriter) according to the inquiry results in accordance with the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for this offering obtains the registration document of the CSRC, but not lower than the above-mentioned issue reserve price.
The calculation formula of the company's average stock trading price in the 20 trading days before the pricing benchmark date is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company's shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution, allotment of shares, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and the issuance reserve price after adjustment is P1.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the completion of this issuance, the shares derived from the shares obtained by the issuing object based on the distribution of stock dividends by the company and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. The reduction of shares acquired by the issuing object based on this issuance after the expiration of the lock-in period shall also comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law of the people's Republic of China, the Listing Rules of shares on the science and Innovation Board of Shanghai stock exchange and so on.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Place of stock listing
The shares issued this time will apply for listing on the science and Innovation Board of Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Scale and purpose of raised funds
The total amount of funds raised in this offering does not exceed RMB 145529 million (including this amount). After deducting the issuance expenses, it is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1 new drug R & D project 123110123110
2 phase III construction project of new drug R & D and production center 7258322419
Total 195693145529
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as the progress and capital demand of the project. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the funds raised in this offering are in place, if the actual net amount of funds raised after deducting the issuance expenses is less than the total amount of funds to be invested, the board of directors and its authorized persons may, in accordance with the authorization of the general meeting of shareholders,
