Securities code: Apt Medical Inc(688617) securities abbreviation: Apt Medical Inc(688617) Announcement No.: 2022011 Apt Medical Inc(688617)
Announcement of resolutions of the 16th meeting of the first 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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
Apt Medical Inc(688617) (hereinafter referred to as "the company") the 16th meeting of the first board of directors was held on March 9, 2022 by means of on-site combined communication. There were 7 directors who should attend the meeting, and 7 directors actually attended, accounting for 100% of the number of directors who should attend. The convening and convening procedures of this board meeting comply with the articles of association and relevant laws and regulations. After deliberation and voting by the directors present at the meeting, the meeting formed the following resolutions:
1、 The proposal on the company's 2021 annual report and its summary was deliberated and adopted
The procedures for the management of the company to prepare and review the company's proposal on the company's annual report for 2021 and its summary comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Apt Medical Inc(688617) 2021 and summary of annual report of Apt Medical Inc(688617) 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the work report of the board of directors in 2021 was deliberated and adopted
During the reporting period, the board of directors of the company conscientiously performed various duties of the board of directors, strictly implemented various resolutions of the general meeting of shareholders, conscientiously promoted the effective implementation of various resolutions of the general meeting of shareholders and promoted the standardized operation of the company in strict accordance with the company law of the people's Republic of China and the rules of procedure of the board of directors of Apt Medical Inc(688617) Instrument Co., Ltd, Ensure the scientific decision-making of the company, promote the smooth and orderly development of various businesses of the company, and effectively protect the interests of the company and all shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the company's 2021 annual general manager's work report was deliberated and adopted
During the reporting period, Mr. Cheng Zhenghui, the general manager of the company, earnestly performed the duties of the general manager and strictly implemented the resolutions of the board of directors in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the Apt Medical Inc(688617) articles of association and Apt Medical Inc(688617) general manager's working rules, Earnestly promoted the effective implementation of various resolutions of the board of directors, led the company to develop actively and steadily, and effectively protected the interests of the company and all shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
4、 The proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted
During the reporting period, the audit committee of the board of directors of the company conscientiously performed various duties of the audit committee of the board of directors in strict accordance with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the Apt Medical Inc(688617) articles of association and the working rules of the audit committee of Apt Medical Inc(688617) board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 The proposal on the 2021 annual report of independent directors of the company was deliberated and adopted
During the reporting period, the independent directors of the company conscientiously performed their duties, performed their duties honestly, diligently and independently, actively attended relevant meetings and carefully considered various proposals of the board of directors in strict accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Apt Medical Inc(688617) articles of association and Apt Medical Inc(688617) independent director working system, He expressed independent opinions on major issues of the company and gave full play to the role of independent directors.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company will make the report on the work of independent directors in 2021 at the 2021 annual general meeting of shareholders. 6、 Deliberated and passed the proposal on the company's 2021 annual financial report
The company's 2021 financial report is prepared in accordance with the relevant requirements of the accounting standards for business enterprises, which truly and accurately reflects the company's financial situation and operating results in 2021. The audit institution hired by the company issued standard unqualified audit opinions, which fairly reflected the company's financial situation and operating performance.
Voting results: 7 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on the company's 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the 2022 annual financial budget report of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
It is agreed that the company will distribute a cash dividend of RMB 10 (tax included) for every 10 shares to all shareholders based on the total share capital on the registration date of dividends and dividends in 2021. The total amount of cash distributed is expected to be RMB 6667000000 (tax included), accounting for 32.27% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2021; The company does not convert the capital reserve into share capital and does not give bonus shares. The amount of cash dividends in the above profit distribution plan for 2021 is temporarily calculated based on the current total share capital of the company of 66.67 million shares, and the total amount of cash dividends actually distributed will be calculated based on the total share capital on the registration date of dividends and dividends in 2021.
Independent directors express their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the company's self-evaluation report on internal control in 2021 was deliberated and adopted
The board of Directors believes that according to the identification of major defects in the company's internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report, and the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
Independent directors express their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 The proposal on the company's new / renewed bank credit line in 2022 was deliberated and adopted
It is agreed that the company and its subsidiaries intend to apply to the bank for a bank credit line with a maximum amount of no more than 160 million yuan (including 160 million yuan), as follows: the maximum amount of the original China Merchants Bank Co.Ltd(600036) Shenzhen Branch of the company is no more than 60 million yuan (including 60 million yuan) The validity of the original Bank Of Hangzhou Co.Ltd(600926) Shenzhen Branch's Bank credit line with the maximum amount not exceeding 50 million yuan (including 50 million yuan) is extended to the date of the 2022 annual general meeting of shareholders. At the same time, the company and its subsidiaries apply to other banks for a new bank credit line with the maximum amount not exceeding 50 million yuan (including 50 million yuan). The credit line actually used by the company and its subsidiaries in this year is finally subject to the amount actually approved by relevant banks, and the specific loan amount will be determined according to the actual capital demand of the company's operation. Specific credit extension methods include but are not limited to non current capital loans, working capital loans, bank acceptance bills, medium and long-term loans, letters of credit, letter of guarantee, internal guarantee and external loan, external guarantee and internal loan and other comprehensive credit extension. The validity period of the above newly added / renewed bank credit line is from the date of approval by the company's annual board of directors in 2021 to the date of holding the company's annual general meeting in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
12、 The proposal on the company's use of temporarily idle self owned funds to purchase financial products in 2022 was deliberated and adopted
It is agreed that the company and its subsidiaries intend to use their own funds of no more than 500 million yuan (including 500 million yuan) for cash management, and the period shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Purchase investment products with high safety, good liquidity and controllable risk without affecting the normal development of the main business of the company and its subsidiaries and ensuring the operating capital demand of the company.
Independent directors express their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
13、 The proposal on employing the company's audit institution in 2022 was deliberated and adopted
The company continues to employ Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 to provide relevant consulting services such as accounting statement audit for the company, which is in line with the relevant provisions of the company law and the articles of association, the actual situation and the needs of long-term development of the company, and is conducive to safeguarding the long-term interests of all shareholders of the company now and in the future, There is no situation that damages the interests of shareholders.
Independent directors express independent opinions approved and agreed in advance on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 To review the proposal on the remuneration of the company's directors in 2021 and the remuneration scheme in 2022, and the independent directors' independent opinions on the proposal.
Voting results: 0 in favor, 0 against and 0 abstention. All directors of the company avoided voting on this proposal and directly submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 The proposal on the remuneration of the company's senior managers in 2021 and the remuneration scheme in 2022 was reviewed and approved
Independent directors express their independent opinions on the proposal.
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Cheng Zhenghui, Xu Yiqing and Dai Zhenhua avoided voting.
16、 The proposal on the special report on the deposit and actual use of the company's annual raised funds in 2021 was reviewed and approved
The board of directors agreed to the special report on the deposit and actual use of the company's raised funds in 2021, It is considered that the actual deposit and use of the company's annual raised funds in 2021 comply with relevant laws and regulations such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the articles of association According to the company's management system for raised funds and other regulations, the company does not use the raised funds in violation of regulations, nor does it damage the interests of shareholders by changing or changing the investment direction of the raised funds in a disguised form.
Independent directors express their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
17、 Deliberating the proposal on purchasing directors, supervisors and senior managers' liability insurance
Independent directors express their independent opinions on the proposal.
Voting results: 0 in favor, 0 against and 0 abstention. All directors of the company avoided voting on this proposal and directly submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
18、 The proposal on Revising the management system of Apt Medical Inc(688617) raised funds was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
19、 Deliberated and passed the proposal on Revising the Apt Medical Inc(688617) information disclosure management system
Voting results: 7 in favor, 0 against and 0 abstention.
20、 Deliberated and passed the proposal on Revising the Apt Medical Inc(688617) investor relations management system
Voting results: 7 in favor, 0 against and 0 abstention.
21、 The proposal on Revising the working system of Apt Medical Inc(688617) independent directors was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
22、 The proposal on Amending the company's shares held by Apt Medical Inc(688617) directors, supervisors, senior managers and core technicians and their change management system was deliberated and adopted. The voting results were: 7 in favor, 0 against and 0 abstention.
23、 The proposal on Amending the registration and management system for insiders of Apt Medical Inc(688617) insider information was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
24、 The proposal on Revising the management system of Apt Medical Inc(688617) preventing the controlling shareholders and related parties from occupying the company's funds was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
25、 Deliberated and adopted the "on Amending the Shenzhen Apt Medical Inc(688617) instrument"
