Securities code: 603392 securities abbreviation: Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) Announcement No.: 2022-011 Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Announcement on resolutions of the 8th meeting of the 5th 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
The 8th meeting of the 5th board of directors of Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) (hereinafter referred to as “the company”) was held by means of communication on January 21, 2022. The meeting was presided over by Mr. Qiu Zixin, chairman of the company. There were 7 directors who should attend and 7 directors actually attended. The number of attendees, convening and voting methods of this meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on adjusting the company’s non-public offering of A-Shares in 2021 was reviewed and approved. According to the provisions of relevant laws and regulations and in combination with the specific requirements of the audit, it was agreed to adjust the number of shares to be subscribed by the controlling shareholder Yangshengtang Co., Ltd. in the company’s non-public offering of A-Shares in 2021. The details are as follows:
Before adjustment: the number of shares to be subscribed by Yangshengtang Co., Ltd. shall not exceed 10% of the number of shares in this non-public offering. The final number of shares subscribed by Yangshengtang Co., Ltd. shall be determined through negotiation between Yangshengtang Co., Ltd. and the company after the issue price is determined.
After adjustment: the number of shares to be subscribed by Yangshengtang Co., Ltd. is 10% of the actual number of shares issued in this non-public offering.
For details, see Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) announcement on adjusting the A-share scheme of non-public development banks in 2021 disclosed by the company in the designated information disclosure media.
The independent directors have issued unanimous prior approval opinions and independent opinions.
Voting results: 4 in favor, 0 against and 0 abstention.
Affiliated directors Qiu Zixin, ye Xiangzhong and Zhao Lingzhi avoided voting.
2. The proposal on Revising the company’s plan for non-public development of A-Shares in 2021 was reviewed and adopted
It is agreed that the company will revise the plan for non-public development of A-Shares in Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) 2021 with respect to the adjustment of the number of shares to be subscribed by the controlling shareholder Yangshengtang Co., Ltd. See Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) announcement on the revision of non-public development bank stock plan in 2021 and Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non-public Development Bank A-share plan in 2021 (Revised Draft) disclosed by the company in the designated information disclosure media for details.
The independent directors have issued unanimous prior approval opinions and independent opinions.
Voting results: 4 in favor, 0 against and 0 abstention.
Associate directors Qiu Zixin, ye Xiangzhong and Zhao Lingzhi avoided voting.
3. The proposal on signing the supplementary agreement to the conditional effective share subscription agreement with the controlling shareholder was deliberated and adopted
It is agreed that the company will sign the supplementary agreement to the share subscription agreement with the controlling shareholder Yangshengtang Co., Ltd. with conditional effect on the adjustment of the number of shares to be subscribed by the controlling shareholder Yangshengtang Co., Ltd. For details, see Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) announcement on supplementary agreement and related party transaction of signing conditional effective share subscription agreement with controlling shareholders disclosed by the company in the designated information disclosure media.
The independent directors have issued unanimous prior approval opinions and independent opinions.
Voting results: 4 in favor, 0 against and 0 abstention.
Affiliated directors Qiu Zixin, ye Xiangzhong and Zhao Lingzhi avoided voting.
It is hereby announced.
Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) board of directors January 22, 2022
