Securities code: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) securities abbreviation: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) Announcement No.: 2022053
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
Announcement of resolutions of the 13th meeting of the 4th 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
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) (hereinafter referred to as “the company”) the notice of the 13th meeting of the 4th board of directors was sent to all directors by telephone and e-mail on May 21, 2022. The meeting was held in the company’s conference room in the form of on-site meeting and communication on May 23, 2022. The meeting was convened and presided over by Mr. Yang Xining, chairman of the company. 9 directors actually attended the meeting, including 5 directors in the form of communication, including Xian Shenglin, Wang Jing, Liu Jianwei, Jin Yanshun and Zhao Yongde. Supervisors and other senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) articles of Association (hereinafter referred to as the articles of association), and the meeting is legal and valid.
2、 Deliberations of the board meeting
1. The proposal on changing the implementation location, implementation method and asset purchase of some raised investment projects was deliberated and adopted
After deliberation by the directors attending the meeting, considering the urgency of the company’s raised funds to invest in the “construction project of Tuoxin Pharmaceutical Research Institute”, the construction cycle of the self built project is long. In order to improve the investment efficiency of raised funds and speed up the implementation of the investment project with raised funds, it is agreed that the implementation location of the “construction project of Tuoxin Pharmaceutical Research Institute” will be changed from the east of Fenghua street, Xinxiang City, and the north of Jingquan road to the neighborhood 24, Xinxiang Development Zone; It is agreed that the company will change the implementation mode of the raised capital investment project “Tuoxin pharmaceutical research institute construction project” from self construction mode to purchase real estate and transform the mode according to the needs of the company. The real estate to be purchased this time is the state-owned land use right and land building office building, complex building, workshop 1 and workshop 2 in block 24 of Xinxiang Development Zone. This change will not change the investment amount of raised funds and will not have an adverse impact on the company’s production, operation and business development. The independent directors of the company have expressed their independent opinions on the matter; The sponsor Zhongtian Guofu Securities Co., Ltd. issued an agreed verification opinion on the matter. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changing the implementation place and mode of some raised investment projects.
Results: 0 votes in favor and 9 abstentions.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. Deliberated and passed the proposal on foreign investment and establishment of subsidiaries
After deliberation by the directors attending the meeting, it is agreed that the company will invest in the establishment of a subsidiary. After the establishment of the subsidiary, it will undertake the implementation of the “annual output of 1000 tons of nucleoside series food nutritional fortifier project”. This investment is based on the consideration of the company’s strategic planning and future overall development. It is an important part of extending the company’s production, sales and R & D industrial chain. It is conducive to the horizontal expansion of the company’s industry, improving the company’s market competitiveness and sustainable profitability, improving the investment efficiency of raised funds, accelerating the implementation of over raised funds investment projects, and is of great strategic significance to the company to improve and strengthen the company’s production, sales and R & D layout.
The independent directors of the company have expressed their independent opinions on the matter; The sponsor Zhongtian Guofu Securities Co., Ltd. issued an agreed verification opinion on the matter. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on foreign investment and establishment of subsidiaries and announcement on changing the implementation subject of the project of investing in the construction of 1000 tons / year nucleoside series food nutritional fortifier with over raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
3. The proposal on convening the fourth extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that the company will hold the fourth extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 8:30 a.m. on June 9, 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the fourth extraordinary general meeting of shareholders in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 13th meeting of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) the 4th board of directors
2. Independent opinions of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) independent directors on relevant matters of the 13th meeting of the 4th board of directors
It is hereby announced.
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) board of directors may 24, 2022
