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2021-003 Yan'an Pharmaceutical: Announcement of Resolutions of the Twelfth Meeting of the Second Board of Directors


classification: Notice

Time:2021-10-14 16:33

1. Meeting and attendance
(1) The convening of the meeting
1. Meeting time: March 17, 2021
2. Meeting place: company meeting room
3. Meeting method: on-site
4. Time and method of issuing notice of board meeting: in writing on March 1, 2021
5. Moderator of the meeting: Chairman Wang Xueliang
6. Explanation of legality, compliance, and constitutionality of the convening situation:
The convening and convening procedures of this meeting, the qualifications of attending the meeting and the qualifications of the convener, and the voting procedures of the meeting are in compliance with the "Company Law of the People's Republic of China", "Articles of Association" and relevant laws, regulations and regulations, and the resolutions made are legal and valid.

(2) Meeting attendance
6 directors should be present at the meeting, and 6 directors should be present and authorized to attend the meeting.

2. Review of the proposal
(1) The proposal of "Regarding the Company's Change of Registered Address and Business Scope" was considered and passed
1. The content of the proposal:
1. Original registered address: Room 502, Unit 2, Building 6, Yangpu Puruihaoyuan. Changed to: the first floor of the No. 6 factory building in the high-end tourism consumer goods manufacturing industrial park, Xinyingwan Bonded Port Zone, Yangpu Economic Development Zone, Hainan Province.
2. Original business scope: Chinese patent medicines, chemical raw materials and their preparations, antibiotic raw materials and their preparations, biochemical drugs, packaging materials, daily necessities, Wujinjiaodian, testing equipment, cosmetics, chemical raw materials (except dangerous goods), Sales, import and export business of pharmaceutical excipients, production and sales of medical devices category I, II, and III, e-commerce (not engaged in financial business), design, production, agency, and release of various advertisements, corporate management consulting (excluding Financial investment, asset management), cultural and artistic exchange planning, marketing planning, e-commerce information consulting, technical consulting, technical services, technology development, and technology transfer in the field of medical science and technology. (General business projects are operated independently, and permitted business projects are operated with relevant licenses or approval documents) (Projects that are subject to approval in accordance with the law can only be operated after they have been approved by the relevant departments.)
Change to:
Sales of proprietary Chinese medicines, chemical raw materials and their preparations, antibiotic raw materials and their preparations, biochemical drugs, packaging materials, daily necessities, Wujinjiaodian, testing equipment, cosmetics, chemical raw materials (except dangerous goods), and pharmaceutical excipients, Production of cosmetics, production and sales of food and health products, import and export business, production and sales of Class I, II, and III medical devices, e-commerce (not engaged in financial business), design, production, agency, and release of various advertisements , Enterprise management consulting (excluding financial investment and asset management), cultural and artistic exchange planning, marketing planning, e-commerce information consulting, technical consulting, technical services, technology development, and technology transfer in the field of medical science and technology. (General business projects are operated independently, and permitted business projects are operated with relevant licenses or approval documents) (Projects that are subject to approval in accordance with the law can only be operated after they have been approved by the relevant departments.)
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(2) Deliberated and approved the "Revision of the Articles of Association"
1. The content of the proposal:
The report has been disclosed in the "Announcement on the Proposed Amendment of the Articles of Association" (Announcement No.: 2021-004) published on the Information Disclosure Platform of the National SME Share Transfer System (www.neeq.com.cn).
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(3) Deliberated and approved the "Regarding the formulation of the "Work Rules for Independent Directors""
1. The content of the proposal:
According to the company's articles of association and actual operating conditions, the company plans to formulate "Independent Directors' Work Rules."
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(4) The proposal on "Nomination of Candidates for Company Directors" was considered and passed
1. The content of the proposal:
The report has been disclosed in the "Announcement of Appointment of Directors" (Announcement No.: 2021-005) published on the Information Disclosure Platform of the National SME Share Transfer System (www.neeq.com.cn).
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(5) The proposal of "Applying for the Convening of the First Extraordinary General Meeting of Shareholders of Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd. in 2021" was considered and approved
1. The content of the proposal:
The report has been disclosed in the "Announcement on the Notice of Convening the First Extraordinary General Meeting of Shareholders in 2021" (Announcement No.: 2021-006) published on the Information Disclosure Platform of the National SME Share Transfer System (www.neeq.com.cn).
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(6) The proposal of "Approving the Application for Renewal of Loan to Bank of Hangzhou Co., Ltd. Shanghai Branch" was considered and passed
1. The content of the proposal:
According to the actual business needs of the company, it plans to apply to the Shanghai Branch of Bank of Hangzhou Co., Ltd. to renew a working capital loan of RMB 10 million. Guaranteed by Shanghai Yan'an Pharmaceutical (Hubei) Co., Ltd., Shanghai Yan'an Pharmaceutical Co., Ltd. and Wang Xueliang and his wife.
2. The voting results of the proposal: 6 votes in favor; 0 votes against; 0 abstentions.
3. Avoid voting:
The proposal does not involve related-party transactions and does not need to withdraw from voting.
4. Submitted to the general meeting of shareholders to vote:
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3. List of available documents
Resolutions of the Twelfth Meeting of the Second Board of Directors of Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd.

Shanghai Yan'an Pharmaceutical Yangpu Co., Ltd.
Board of Directors
March 18, 2021

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