Securities code: 300558 securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022-006 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on resolutions of the 28th meeting of the 3rd 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 of board meeting
1. The board of directors was convened by Chairman Mr. Ding Liming. The meeting notice was sent to all directors by e-mail, telephone, etc. on January 14, 2022. The meeting notice includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of directors was held in the conference room on the 15th floor of the administration building of the company’s Hangzhou headquarters on January 21, 2022. The combination of on-site meeting and teleconference was adopted for on-site voting.
3. The board of directors should be attended by 11 people, and the actual number of people attending the meeting is 11.
4. The board of directors was presided over by Mr. Ding liming, chairman of the board of directors, and Mr. Wu Lingxi, Secretary of the board of directors of the company, attended the board of directors.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the Betta Pharmaceuticals Co.Ltd(300558) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. The proposal on investment in Zhejiang shimai Pharmaceutical Co., Ltd. and related party transactions was deliberated and adopted
In order to accelerate the layout of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as “the company”) in the field of antibody drugs and expand the in-depth exchange of innovative drug technologies, The company plans to invest 30 million yuan through its wholly-owned subsidiary Beida biomedical technology (Zhejiang) Co., Ltd. (hereinafter referred to as “Beida biology”) to subscribe for the newly increased registered capital of Zhejiang shimai Pharmaceutical Co., Ltd. (hereinafter referred to as “shimai pharmaceutical”) of 248199 yuan, accounting for 1.3453% after investment.
As the chairman, CEO and actual controller of the company, Dr. Ding lieming’s relative, Mr. Ding Shizhe, serves as the director of shimai pharmaceutical, and the company’s related parties Ningbo Kaiming investment management partnership (limited partnership) (hereinafter referred to as “Kaiming investment”) and Hangzhou Beiyi equity investment fund partnership (Limited partnership) (hereinafter referred to as “Beiyi investment”) are the shareholders of shimai pharmaceutical, According to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”), this matter constitutes a related party transaction and is submitted to the board of directors for deliberation. Dr. Ding liming, the related director, abstained from voting. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on investment in Zhejiang shimai Pharmaceutical Co., Ltd. and related party transactions (Announcement No.: 2022-008).
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
2. The proposal on the transfer of part of the equity and related party transactions of Zhejiang shimai Pharmaceutical Co., Ltd. was deliberated and passed. In order to accelerate the company’s layout in the field of antibody drugs, BeDa biology plans to invest 76 million yuan to transfer the 628772 yuan capital contribution of shimai pharmaceutical held by Kaiming investment, i.e. 3.4081% equity. Dr. Ding Liming is the executive partner of Kaiming investment. According to the listing rules, this matter constitutes a connected transaction and is submitted to the board of directors for deliberation. Dr. Ding liming, the connected director, avoids voting. The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the transfer of part of the equity and related party transactions of Zhejiang shimai Pharmaceutical Co., Ltd. (Announcement No.: 2022-009).
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
3. The proposal on appointing Mr. Cai Wanyu as senior management of the company was deliberated and adopted
According to the needs of the company’s operation and management and nominated by the chairman Dr. Ding liming, the company plans to appoint Mr. Cai Wanyu, vice president, as the senior vice president of the company to be responsible for the management of the production center and Shengzhou industrial base. His qualification has been examined and approved by the nomination committee of the board of directors, and his term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the third board of directors. The independent directors of the company have expressed their independent opinions with explicit consent. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the appointment of senior managers by the company (Announcement No.: 2022-010).
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
3、 Documents for future reference 1. Betta Pharmaceuticals Co.Ltd(300558) resolutions of the 28th meeting of the third board of directors; 2. Prior approval opinions of independent directors on matters related to the 28th meeting of the third board of directors; 3. Independent opinions of independent directors on matters related to the 28th meeting of the third board of directors. It is hereby announced.
Betta Pharmaceuticals Co.Ltd(300558) board of directors January 23, 2022
