Securities code: 000710 securities abbreviation: Berry Genomics Co.Ltd(000710) Announcement No.: 2022-006 Berry Genomics Co.Ltd(000710)
Announcement on resolutions of the 15th meeting of the 9th 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、 Convening
The 15th meeting of the ninth board of directors of Berry Genomics Co.Ltd(000710) (hereinafter referred to as "the company" and " Berry Genomics Co.Ltd(000710) ") was held on January 14, 2022 in the conference room on the 8th floor, building 5, yard 4, shengshengyuan Road, Changping District, Beijing in the form of on-site meeting and communication meeting. The meeting notice was sent to all directors on January 12, 2022, All directors present at the meeting are aware of the necessary information related to the matters discussed. Nine directors should attend the board meeting and nine actually attended the meeting. The meeting was presided over by Chairman Gao Yang, and the Secretary of the board of directors and securities affairs representatives attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations
(I) deliberated and passed the proposal on the company's abandonment of the right to implement equity acquisition of Fujian and Rui acquiree in the first window period
Voting results: 6 in favor, 0 against and 0 abstention
The company's waiver of the right to purchase the equity of the acquiree of Fujian Herui Gene Technology Co., Ltd. (hereinafter referred to as "Fujian Herui") in the first window period (February 1, 2022 - April 30, 2022) (hereinafter referred to as "the waiver of the acquisition right") is based on the current market valuation and business operation of the tumor business company, In combination with the current financial situation of the company and Fujian Herui, it is in line with the current development arrangement of the company.
After giving up the acquisition right this time, the company will continue to layout the tumor business field in the form of equity participation, will continue to have the option to purchase the equity of Fujian and Rui acquiree in the future, and can enjoy the dividend of tumor business development in the future. At the same time, the company will concentrate advantageous resources, focus on the development of the company's genetic line, big data and other fields, and actively improve and enhance the company's current operation and performance level. The waiver of the acquisition right does not damage the interests of the company and all shareholders.
The board of directors agreed to the proposal and authorized the general manager of the company to deal with relevant documents such as the shareholders' agreement on Fujian Herui Gene Technology Co., Ltd. (Fifth Amendment), Zhou Daixing, a related director, gave an independent opinion on the proposal. For details, please refer to the announcement on the company's abandonment of the right to implement the equity acquisition of the acquiree of Fujian Herui Gene Technology Co., Ltd. in the first window period (Announcement No. 2022-007) disclosed by the company on cninfo.com Prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the ninth board of directors.
(II) deliberated and passed the proposal on the chairman and general manager of the company acting as the chief financial officer of the company
Voting results: 7 in favor, 0 against and 0 abstention
Mr. Jin Jin applied for resignation as chief financial officer and Secretary of the board of directors for personal reasons. After his resignation, he will not hold any position in the company.
The board of directors of the company approved that Mr. Gao Yang, chairman and general manager of the company, should act as the chief financial officer of the company and perform the duties of chief financial officer. The nomination committee reviewed the qualifications (see Annex I for resume). Mr. Gao Yang, a related director, and Ms. Hou Ying, the person acting in concert, have both avoided voting, and the independent directors have expressed their independent opinions on the proposal. For details, see the announcement on the appointment of the chairman and general manager of the company as the chief financial officer and the Secretary of the board of directors of the company (Announcement No. 2022-008) and the prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the ninth board of directors disclosed by the company on cninfo.com.
(III) deliberated and passed the proposal on appointing the Secretary of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
Mr. Jin Jin applied for resignation as chief financial officer and Secretary of the board of directors for personal reasons. After his resignation, he will not hold any position in the company.
The board of directors of the company deliberated and approved the appointment of Ms. AI Wenlu, the investor relations manager of the company, as the Secretary of the board of directors of the company to perform the duties of secretary of the board of directors. The term of office is from the date of deliberation and approval of the board of directors to the date of expiration of the ninth board of directors. The nomination committee reviewed the qualifications (see Annex II for resume). For details, see the announcement on the appointment of the chairman and general manager of the company as the chief financial officer and the Secretary of the board of directors of the company (Announcement No. 2022-008) and the prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the ninth board of directors disclosed by the company on cninfo.com.
The contact information of the chairman of the company and the Secretary of the board of directors is as follows:
Contact: Chairman and Secretary of the board of directors
Name: Gao Yang AI Wenlu
Office address: Building 5, yard 4, shengshengyuan Road, Changping District, Beijing
Fax: 010-84306824
Tel: 010-53259188
Mailbox [email protected].
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 7, 2022 to consider the above proposal on the company's waiver of the right to implement equity acquisition of Fujian and Rui acquiree in the first window period and other related matters. See the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022-009) disclosed by the company on cninfo.com for details
It is hereby announced.
Berry Genomics Co.Ltd(000710) board of directors January 14, 2022 Annex I
Mr. Gao Yang, born in 1980, Chinese nationality, doctoral degree, without permanent residency abroad. Mr. Gao Yang has more than 10 years of experience in R & D and industrialization of gene sequencing industry. Now he is the controlling shareholder and actual controller of the company. He is currently the chairman and general manager of the company and is fully responsible for the company's strategic planning and operation management.
As of the date of this announcement, Mr. Gao Yang holds 40310572 shares of the company, accounting for 11.37% of the total share capital of the company. Ms. Hou Ying, director and deputy general manager of the company, is the person acting in concert with Mr. Gao Yang. Ms. Hou Ying holds 23355661 shares of the company, accounting for 6.59% of the total share capital of the company.
Mr. Gao Yang has no relationship with more than 5% of the shareholders and their actual controllers of other companies except Ms. Hou Ying, other directors, supervisors and senior managers of the company. Mr. Gao Yang has not been punished by the CSRC and other relevant departments or the stock exchange. He is not a dishonest person. His qualification meets the provisions of the company law of the people's Republic of China and other relevant laws and regulations, There are no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
Annex II
Ms. AI Wenlu, born in 1988, Chinese nationality, Bachelor of management, without overseas permanent residency. Ms. AI Wenlu has successively served as Lead Eastern Investment Co.Ltd(000673) securities affairs representative and Secretary of the board of directors. At present, she is the director of investor relations of the company. She has obtained the qualification certificate of secretary of the board of directors and has experience in investor relations management and securities affairs of the company.
As of the date of this announcement, Ms. AI Wenlu, her spouse and other immediate relatives did not directly hold shares of the company. Ms. AI Wenlu has no relationship with the shareholders holding more than 5% of the company and their actual controllers, directors, supervisors and senior managers of the company. She has not been punished by the CSRC and other relevant departments and the stock exchange. She is not a person subject to dishonesty. Her qualifications comply with the provisions of the company law of the people's Republic of China and other relevant laws and regulations, There are no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
