Jianfeng Group Lin2017 -002 (Announcement of Resolutions of the 10th Session of the 9th Board of Directors of Jianfeng Group)
Release time:
2020-08-05
Securities Abbreviations: Jianfeng Group Securities Code: 600668 No.: Pro 2017-002
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Announcement of the Tenth Session of the Ninth Board of Directors
The board of directors and all directors of the company guarantee that the content of this announcement does not contain any False records, misleading statements or major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its contents .
1. Board Meeting
(I) The convening and convening of this board meeting complies with relevant laws, regulations and the company's "Articles of Association.
(II) 2017# On February 23, 36, the company issued the notice of the board meeting by fax, e-mail and personal service.
(III) 2017# On February 28, 40, the board meeting was held by means of communication voting.
The (IV) company currently has eight directors and eight directors participating in the voting.Review of 2. Board Meeting
1
, Proposal on Foreign Investment of Subsidiaries
After deliberation and voting, the Board of Directors passed the Proposal on Foreign Investment of Subsidiaries.Voting result: 8
votes in favor, 0 votes against, 0 abstentions.
For details, please refer to the "Announcement on Foreign Investment of Subsidiaries" (Pro 2017-003)
Independent directors of the company expressed independent opinions on the investment matter, and believed that:(1)The voting procedure of the "Proposal on Foreign Investment of Subsidiaries" complies with relevant laws, regulations and the company's "Articles of Association", and the decision-making procedure is legal and effective. The transaction follows the principles of fairness, openness and impartiality, and the pricing is fair and reasonable, and there is no harm to the interests of the company and shareholders. (2) The parties to the transaction jointly commissioned Beijing North Asia Asset Appraisal Firm, which is qualified to practice securities, to evaluate the subject matter of the investment and issued the Appraisal Report (North Asia Appraisal Zi [2016] No. 01-610). It is considered that the selection procedure of the asset appraisal institution is legal, the ability of the appraisal institution to meet the requirements of this appraisal work, and the appraisal process is independent. (3) The relevant information on the above-mentioned foreign investment matters is complete, and the company's management has effectively communicated with us. We believe that the foreign investment is in line with the company's development strategy, which is conducive to expanding the scale of the company's pharmaceutical industry, enhancing the company's sustainable development ability and competitiveness, and ensuring the healthy and stable development of the enterprise. (4) We agree that the Company will sign an agreement with the counterparty on this foreign investment.
2
, Proposalon Authorization to Chairman of the Board of Directors Since Jianfeng Pharmaceutical's foreign investment will be carried out in four phases with a long time span, the latter phases of investment are closely related to many factors such as product development progress and the operation of the target company, especially the investment prices of the third and fourth phases will be determined through negotiation based on the evaluation results at that time.
In order to ensure the implementation of the investment, the board of directors is requested to authorize the chairman to organize the implementation of the investment and fully handle all matters related to the investment. The specific content includes but is not limited to: representing the company for the implementation of the investment project (Including Jianfeng Pharmaceutical) Sign contracts, agreements and other related documents, and decide whether to make later investment when the abnormal situation stipulated in the "Agreement" occurs; determine the investment price for the third and fourth phases; and determine other matters agreed in the Agreement that require the Company to make decisions at a later stage.
After deliberation and voting, the board of directors passed the "Proposal on Authorization of the Chairman".
Voting result: 8
votes in favor, 0 votes against and 0 abstentions.is hereby announced.
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
February 28, 2017
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