Securities code: 300677 securities abbreviation: Intco Medical Technology Co.Ltd(300677) Announcement No.: 2022-009 Intco Medical Technology Co.Ltd(300677)
Announcement of the resolution of the 55th meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 55th meeting of the second board of directors of Intco Medical Technology Co.Ltd(300677) (hereinafter referred to as “the company”) was held by means of communication in the conference room of the company on February 23, 2022. The notice of the meeting was sent to all directors by hand, e-mail, fax and other forms on February 21, 2022. The meeting was convened and presided over by Mr. Liu Fangyi, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the change of the board of directors of the company and the nomination of candidates for non independent directors of the third board of directors was deliberated and adopted
The term of office of the second board of directors of the company has expired on October 16, 2021. According to the provisions of the company law and other laws and regulations and the articles of association, the company conducts the general election of the board of directors. After the recommendation of shareholders holding more than 3% of the company and the nomination of the nomination committee of the board of directors, the board of directors agrees to elect Mr. Liu Fangyi, Ms. Chen Qiong, Ms. Sun Jing Mr. Yu Haisheng is a non independent director candidate of the third board of directors of the company (see the appendix for his resume), and his term of office is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022.
According to relevant regulations, in order to ensure the normal operation of the board of directors, before the election of the new board of directors, the directors of the second board of directors of the company will continue to perform their duties as directors in accordance with relevant laws and regulations until the election of the new board of directors.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows: 1.1 nominate Mr. Liu Fangyi as a candidate for non independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
1.2 nominate Ms. Sun Jing as a candidate for non independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
1.3 nominate Ms. Chen Qiong as a candidate for non independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
1.4 nominate Mr. Yu Haisheng as a candidate for non independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and election by cumulative voting system.
2. The proposal on the change of the board of directors of the company and the nomination of independent director candidates for the third board of directors was deliberated and adopted
The term of office of the second board of directors of the company has expired on October 16, 2021. According to the company law and other laws and regulations and the articles of association, the company has conducted the general election of the board of directors. Upon the recommendation and nomination of shareholders holding more than 3% of the company’s shares and the review of the nomination committee of the board of directors, the board of directors agreed to recommend Mr. Wang Yang, Mr. Wu Xiaohui and Ms. Xiang Jing as candidates for independent directors of the third board of directors of the company (see annex for resume), and the term of office is three years from the date of deliberation and approval of the first interim general meeting of shareholders in 2022.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows: 2.1 nominate Mr. Wang Yang as the candidate for independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
2.2 nominate Mr. Wu Xiaohui as the candidate for independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
2.3 nominate Ms. Xiang Jing as the candidate for independent director of the third board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation and election by cumulative voting system. Independent director candidates Mr. Wang Yang and Ms. Xiang Jing have obtained the qualification certificate of independent director, and Mr. Wu Xiaohui has promised in writing to sign up for the latest independent director training and obtain the qualification certificate of independent director; The qualification and independence of independent director candidates shall be reported to Shenzhen stock exchange for filing and approval. Only after there is no objection can they be submitted to the general meeting of shareholders of the company for deliberation. 3. Deliberating the proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance
In order to improve the efficiency of decision-making, it is proposed that the general meeting of shareholders authorize the management of the company to handle all directors Matters related to the purchase of liability insurance for supervisors and senior managers (including but not limited to the determination of other relevant responsible persons; the determination of insurance companies; the determination of insurance amount, premium and other insurance terms; the selection and employment of insurance brokerage companies or other intermediaries; the signing of relevant legal documents and other matters related to insurance), as well as the future directors The supervisor and senior management shall handle matters related to renewal or re insurance on or before the expiration of the liability insurance contract.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed purchase of directors, supervisors and senior managers’ liability insurance.
The independent directors of the company expressed their explicit consent to the proposal. For details, see cninfo.com, the gem information disclosure website designated by the CSRC.
Voting result: all directors of the company abstained from voting on this proposal. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022.
4. The proposal on convening the first extraordinary general meeting of the company in 2022 was deliberated and approved. The board of directors proposed to convene the first extraordinary general meeting of shareholders in 2022. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 55th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 55th meeting of the second board of directors.
It is hereby announced.
Intco Medical Technology Co.Ltd(300677) board of directors
February 23, 2022 I. resume of candidates for non independent directors
Liu Fangyi, male, Chinese nationality, permanent residency in the United States, born in 1970.
He is currently the chairman of the company and the actual controller of the company. During his study in the United States in the 1990s, Liu Fangyi began trading disposable gloves in North America. Later, he returned home for investment and gradually entered the field of medical device manufacturing. In 2016, he was selected as the leading talent in Shanghai recognized by the Organization Department of the CPC Shanghai Municipal Committee and the Shanghai human resources and Social Security Bureau; In 2017, it was selected into the list of scientific and technological innovation and entrepreneurship talents of the Ministry of science and technology. He has been the chairman of the company since July 2009.
As of the disclosure date of this announcement, Mr. Liu Fangyi directly held 192684673 shares of the company, accounting for 35.06% of the total share capital of the company. Mr. Liu Fangyi and Ms. Sun Jing, the director, are husband and wife, have no relationship with other shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers of the company, and have not been punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
Sun Jing, female, Chinese nationality, without permanent residency abroad, was born in 1976 with an MBA degree. From March 2002 to September 2004, he served as the director of China Affairs of the world Wheelchair Foundation; From October 2004 to September 2012, served as the sales manager of Shanghai Lvlin import and Export Co., Ltd; From September 2012 to April 2015, served as the general manager of the company; He has been a director of the company since April 2015.
As of the disclosure date of this announcement, Ms. Sun Jing did not hold shares in the company and was married to Mr. Liu Fangyi, the actual controller of the company. Ms. Sun Jing has no relationship with other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
Chen Qiong, female, Chinese nationality, without permanent residency abroad, was born in 1982 with a bachelor’s degree. From July 2004 to May 2007, served as the sales director of Shanghai Lvlin import and Export Co., Ltd; From May 2007 to August 2009, served as the manager of the comprehensive product department of Shanghai Lvlin import and Export Co., Ltd; From August 2009 to December 2014, he served as the general manager of Shanghai Lvlin import and Export Co., Ltd; He worked in the company in January 2015 and has been a director and general manager of the company since April 2015.
As of the disclosure date of this announcement, Ms. Chen Qiong directly held 387000 shares of the company, accounting for 0.07% of the total share capital of the company. Ms. Chen Qiong has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
Yu Haisheng, male, Chinese nationality, without permanent residency abroad, was born in 1976 with a college degree. From August 1997 to May 2003, served as the marketing specialist of the Development Department of Shandong Wanxiang Electric Group Co., Ltd; From June 2003 to April 2007, he served as the business manager of Zibo Borui plastic products Co., Ltd; From June 2007 to September 2009, served as the manager of import and Export Department of Zibo Yingke frame industry Co., Ltd; From September 2009 to now, he has served as the deputy general manager of the company. As of the disclosure date of this announcement, Mr. Yu Haisheng directly held 218700 shares of the company, accounting for 0.04% of the total share capital of the company. Mr. Yu Haisheng has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees. 2、 Resume of independent director candidates
Wang Yang, male, Chinese nationality, without permanent residency abroad, was born in 1979 with a doctor’s degree. In 2008, he received a doctorate in accounting from Wuhan University. From July 2008 to September 2009, he served as senior manager of Investment Banking Department of Ping An Securities; From September 2009 to may 2013, he successively served as postdoctoral and senior manager of the Research Institute of Shenzhen Stock Exchange; From May 2013 to July 2014, he served as the senior manager of national small and medium-sized enterprise share transfer system Co., Ltd; From July 2014 to August 2017, he served as the director of Beijing Centergate Technologies (Holding) Co.Ltd(000931) innovative and entrepreneurial enterprise listing and cultivation base of Shenzhen Stock Exchange and the Deputy General Manager (temporary position) of Beijing Equity Trading Center; From January 2018 to now, risk control director and compliance risk control director of Beijing Zhiming Haojin Investment Management Co., Ltd.
As of the disclosure date of this announcement, Mr. Wang Yang did not hold shares of the company. Mr. Wang Yang has no relationship with other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange; There are no circumstances stipulated in the company law and the articles of association that the company is not allowed to serve as a director of the company, there are no circumstances stipulated in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees.
Wu Xiaohui, male, Chinese nationality, without overseas permanent residency, born in 1971, bachelor’s degree, certified public accountant. He received a bachelor’s degree from Shanghai University of technology in 1993 and served as the audit manager of Deloitte Huayong certified public accountants Co., Ltd. from April 1994 to January 1999; From February 1999 to December 1999, served as the chief financial officer of Asia Pacific Wanqi Mould Manufacturing Co., Ltd; From January 2000 to May 2004, he served as the senior audit manager of Deloitte Touche Tohmatsu (special general partnership); From June 2004 to July 2021, he served as the audit partner of Deloitte Huayong Certified Public Accountants (special general partnership) and the managing partner of Deloitte’s national A-share market; From August 2021 to now, he has been the senior partner of Zhonghui Certified Public Accountants (special general partnership) and the leading partner of national brand market; Served as a member of the 10th listing committee of Shenzhen Stock Exchange. As of the disclosure date of this announcement, Mr. Wu Xiaohui did not hold shares of the company. Mr. Wu Xiaohui has no relationship with other directors, supervisors and senior managers of the company and has not been punished by the CSRC and other relevant departments
