Securities code: 688277 securities abbreviation: Tinavi Medical Technologies Co.Ltd(688277) Announcement No.: 2021-069 Tinavi Medical Technologies Co.Ltd(688277)
Announcement on resolutions of the 11th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. 1、 Convening of board meeting
Tinavi Medical Technologies Co.Ltd(688277) (hereinafter referred to as “the company”) ）The notice of the 11th meeting of the 5th board of directors was sent in the form of communication on December 22, 2021 and held in the company’s conference room on December 22, 2021. The convener explained the emergency meeting at the meeting, and all directors had no objection. The meeting was presided over by Mr. Zhang Songgen, chairman of the company. The meeting of the board of directors was held in accordance with the company law, the articles of association and other relevant provisions, and the resolutions of the meeting were legal and effective.
2、 Deliberations of the board meeting
The following resolutions are formed by the voting of the directors attending the meeting:
1. The proposal on adjusting the company’s plan to issue A-Shares to specific objects in 2021 was deliberated and adopted
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the board of directors of the company adjusted the scale and purpose of the raised funds in the issuance plan. The specific contents are as follows:
Before revision:
The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 963.85 million (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3343605.00
2 orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) application demonstration project 35765.0731280.00
3. Smart medical center construction project 24700.0021500.00
Total 146825.4096385.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and determine the specific investment projects, priorities and specific investment amounts of the raised funds according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised will be raised by the company itself.
Revised:
The total amount of funds raised from the issuance of shares to specific objects does not exceed RMB 370.2 million (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be invested
1 new generation orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization project 86360.3319520.00
2. Smart medical center construction project 24700.0017500.00
Total 111060.3337020.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and determine the specific investment projects, priorities and specific investment amounts of the raised funds according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised will be raised by the company itself.
For details, see the announcement on the revision of the plan for issuing A-Shares to specific objects in 2021 published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Independent directors have approved and expressed their independent opinions on this proposal in advance.
Voting results: 9 in favor, 0 against and 0 abstention; Yes.
2. Consideration and adoption of the Convention on
<公司 2021 年度向特定对象发行 A 股股票预案（修订稿）>
Proposal for
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the revision of the issuance plan, the company has prepared Beijing Tinavi Medical Technologies Co.Ltd(688277) Plan for issuing A-Shares to specific objects in 2021 (Revised Version) of Medical Technology Co., Ltd.
For details, please refer to the plan of Beijing Tinavi Medical Technologies Co.Ltd(688277) Medical Technology Co., Ltd. for issuing A-Shares to specific objects in 2021 (Revised Draft), which was published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day. The independent directors approved and expressed their consent to the proposal in advance.
Voting results: 9 in favor, 0 against and 0 abstention; Yes.
3. Consideration and adoption of the Convention on
<公司 2021 年度向特定对象发行 A 股股票方案的论证分析报告（修订稿）>
Proposal for
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the revision of the issuance scheme, the company has prepared the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Tinavi Medical Technologies Co.Ltd(688277) 2021 (Revised Version).
For details, please refer to the demonstration and analysis report of Beijing Tinavi Medical Technologies Co.Ltd(688277) Medical Technology Co., Ltd. on the scheme of issuing A-Shares to specific objects in 2021 (Revised Version) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Independent directors have approved and expressed their independent opinions on this proposal in advance.
Voting results: 9 in favor, 0 against and 0 abstention; Yes.
4. Consideration and adoption of the Convention on
<公司 2021 年度向特定对象发行股票募集资金使用的可行性分析报告（修订稿）>
Proposal for
In order to ensure the rational, safe and efficient use of the funds raised in this offering, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the revision of the issuance plan, the company has prepared Tinavi Medical Technologies Co.Ltd(688277) Feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2021 (Revised Version).
For details, see the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Tinavi Medical Technologies Co.Ltd(688277) 2021 (Revised Version) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention; Yes.
5. Consideration and adoption of the Convention on
<公司 2021 年度向特定对象发行 A 股股票摊薄即期回报与公司采取填补措施及相关主体承诺（修订稿）>
Proposal for
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return, in order to protect the interests of small and medium-sized investors and in combination with the specific conditions of the revision of the issuance plan, The company adjusted the impact of this offering on the dilution of immediate return and the measures to fill in the return, as well as the commitments made by relevant entities that the measures to fill in the return can be effectively fulfilled.
For details, see the announcement on the impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects and the filling measures and the commitments of relevant subjects (Revised Draft) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention; Yes.
It is hereby announced.
Tinavi Medical Technologies Co.Ltd(688277) board of directors December 24, 2021
