Securities code: 300791 securities abbreviation: Sirio Pharma Co.Ltd(300791) announcement Code: 2022-001 securities code: 123113 securities abbreviation: xianle convertible bonds
Announcement on the resolution of the sixth meeting of the third board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
There are false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The sixth meeting of the third board of directors of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as "the company") was held in the conference room of the company at No. 83, Taishan Road, Longhu District, Shantou City on Monday, January 24, 2022 by means of on-site and communication voting. The notice of the meeting was delivered to all directors by e-mail, wechat information and other means on January 18, 2022. 7 directors (including 3 independent directors) should attend the meeting, and 7 actually attended the meeting. The meeting was convened and presided over by Mr. Lin Peiqing, chairman of the company. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China, the articles of association and the rules of procedure of the board of directors, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted one by one in the way of recovering votes:
1. The proposal on renewing the appointment of audit institutions in 2021 was deliberated and adopted
Huaxing Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, and has successfully completed the relevant audit work during the period of serving as the company's 2020 audit institution and the company's special audit institution for issuing convertible corporate bonds to unspecified objects. Upon the proposal of the audit committee of the company's board of directors and the prior approval of all independent directors, the board of directors deliberated and agreed to appoint Huaxing Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and requested the general meeting of shareholders to authorize the management of the company to determine the audit fee with Huaxing Certified Public Accountants (special general partnership).
For details, please refer to the announcement on renewing the appointment of audit institutions in 2021 published on the gem information disclosure website designated by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors gave their prior approval opinions and agreed independent opinions.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on reviewing the 2022 financial budget report was reviewed and approved
According to the company's strategic development objectives and business plan for 2022, the company has prepared and completed the financial budget for 2022 according to the caliber of consolidated statements on the premise of fully considering relevant basic assumptions.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on estimated daily connected transactions in 2022 was deliberated and adopted
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the company's related party transaction decision-making system, the company confirmed the related party transactions with related parties in 2021 and predicted the daily related party transactions to occur in 2022. From January 1, 2021 to December 31, 2021, the actual purchase amount of the company from Guangdong Ruichi Packaging Co., Ltd. (hereinafter referred to as "Ruichi packaging") is 8.7755 million yuan (excluding tax). In 2022, the company plans to purchase self-adhesive labels and heat shrinkable film labels from Ruichi packaging, and the total amount of daily related party transactions is expected to be no more than 12 million yuan (excluding tax).
For details, please refer to the announcement on the expected daily connected transactions of the company in 2022 published on the gem information disclosure website designated by the CSRC.
Voting results: Lin Peiqing, Chen Qiong and Yao Zhuangmin, affiliated directors, avoided voting; 4 in favor, 0 against, 0 abstained and 3 avoided.
The independent directors gave their prior approval opinions and agreed independent opinions.
The sponsor China Merchants Securities Co.Ltd(600999) issued verification opinions on the company's expected daily connected transactions in 2022.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on Amending the articles of association was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 5 - Information Disclosure Management and other relevant laws According to the latest provisions of laws, regulations and normative documents, and in combination with the actual situation of the company, the company modifies the articles of association accordingly.
For details, see the announcement on Amending the articles of Association published on the gem information disclosure website designated by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the rules of procedure of the general meeting of shareholders accordingly.
The revised contents are detailed in the rules of procedure of the general meeting of shareholders published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the rules of procedure of the board of directors accordingly.
The revised contents are detailed in the rules of procedure of the board of directors published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7. The proposal on Amending the working system of independent directors was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the working system of independent directors accordingly.
The revised contents are detailed in the working system of independent directors published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. The proposal on Amending the external guarantee management system was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the management system of external guarantee accordingly.
The revised content is detailed in the "external guarantee management system" published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9. The proposal on Amending the foreign investment management system was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company revised the foreign investment management system accordingly.
The revised contents are detailed in the "foreign investment management system" published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
10. The proposal on Amending the decision-making system of connected transactions was considered and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company revised the decision-making system of related party transactions accordingly.
The revised contents are detailed in the decision-making system for connected transactions published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
11. The proposal on Amending the information disclosure management system was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the information disclosure management system accordingly.
The revised contents are detailed in the information disclosure management system published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
12. The proposal on Amending the management system of raised funds was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company revised the management system of raised funds accordingly.
The revised contents are detailed in the management system of raised funds published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
13. The proposal on Amending the company's shares held by directors, supervisors and senior managers and their change management system was deliberated and adopted
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, The company amended the management system for shares held by directors, supervisors and senior managers and their changes accordingly.
For details of the revised contents, please refer to the management system for shares and changes of the company held by directors, supervisors and senior managers published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
14. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at the meeting room of the company at No. 83, Taishan Road, Longhu District, Shantou from 14:00 on Wednesday, February 9, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
