Securities code: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) securities abbreviation: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Announcement No.: 2022023 Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Announcement of resolutions of the 8th (Interim) meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as “the company”) with the consent of all directors, the eighth (Interim) meeting of the eighth board of directors was held by means of communication at 9 a.m. on March 10, 2022. The number of directors who should attend the meeting is 10, and the number of directors actually attending the meeting is 10. The meeting was presided over by Mr. Yu Rong, chairman of the company, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, voting procedures and discussion contents of this meeting are in accordance with the company law, the articles of association and other relevant provisions. 2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the application of the company and its subsidiaries for comprehensive credit line to the bank and the provision of guarantee and counter guarantee by the company
Voting results: 10 in favor, 0 against and 0 abstention.
In order to support the company’s business development and meet the needs of operating working capital, it is agreed that the company and all its subsidiaries (including but not limited to meinian health industry (Group) Co., Ltd. (hereinafter referred to as “meinian health”), Ciming Health Examination Management Group Co., Ltd Shanghai Meixin Financial Leasing Co., Ltd. (etc.) applies to the bank for a comprehensive credit line of no more than RMB 8.5 billion, of which the company provides a joint and several liability guarantee of no more than RMB 6.5 billion for its wholly-owned or holding subsidiary; Meinian dahealth provides a maximum joint and several liability guarantee of no more than 260 million yuan for some wholly-owned subsidiaries to apply for comprehensive credit lines from banks. 12 wholly-owned subsidiaries, including Shanghai Meidong outpatient department Co., Ltd., respectively applied to Bank Of Shanghai Co.Ltd(601229) Pudong branch for loans with a total credit amount of no more than 120 million yuan. The company provided joint and several liability guarantee for the above loans. Shanghai policy financing guarantee fund management center for small, medium and micro enterprises will provide joint and several liability guarantee for 85% of the above 120 million yuan credit line, At the same time, the company provides counter guarantee for Shanghai policy financing guarantee fund management center for small, medium-sized and micro enterprises. The above guarantees are used for the financing business of the company’s subsidiaries, and the specific amount is subject to bank credit. The loan guarantees of the above 12 wholly-owned subsidiaries have been included in the total guarantee amount of 6760 million yuan. The matter shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the management of the company is authorized to implement and sign relevant documents within the limit approved by the general meeting of shareholders according to the actual business needs.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. The specific contents of the announcement on the application of the company and its subsidiaries for comprehensive credit line from the bank and the guarantee provided by the company are published in China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval by more than two-thirds of the effective voting rights held by the shareholders attending the meeting.
2. Deliberated and passed the proposal on the special report on the use of the previously raised funds
Voting results: 7 in favor, 0 against and 0 abstention.
The directors of the company, Mr. Yu Rong, Ms. Guo Meiling and Mr. Wang Xiaojun, who are affiliated directors of the company, have avoided voting because they are related or interested in this proposal. Other non affiliated directors shall participate in the voting of this proposal.
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 of listed companies, the provisions on the report on the use of the previously raised funds and other relevant laws and regulations of the CSRC, the board of directors of the company makes a special report on the use of the previously raised funds. The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. For details of the special report on the use of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) previously raised funds, please refer to cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the company.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and related shareholders need to avoid voting. 3. Deliberated and passed the proposal on opening a special account for raised funds and authorizing the signing of a supervision agreement for the special account for raised funds
Voting results: 10 in favor, 0 against and 0 abstention.
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, Shanghai Meizhi Information Technology Co., Ltd., a wholly-owned subsidiary of the company, is approved to open a special account for raised funds in Bank Of Shanghai Co.Ltd(601229) Pudong branch for the deposit, management and use of the funds of “terminal information security upgrading project” and “management system upgrading project” of the investment project of non-public offering of shares in 2019, And authorize the chairman or his authorized person to handle the opening of the special account for raised funds, the signing of the supervision agreement for raised funds and other related matters.
The specific contents of the announcement on opening a special account for raised funds and authorizing the signing of a supervision agreement for the special account for raised funds are published in the designated information disclosure media of the company, China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. Cn).
4. Deliberated and passed the proposal on re demonstration and extension of some raised investment projects
Voting results: 10 in favor, 0 against and 0 abstention.
It is agreed that the company will re demonstrate and postpone some raised investment projects. The extension of this project does not change the content, total investment and implementation subject of the project, does not change the investment direction of the raised funds in a disguised manner and damage the interests of other shareholders, will not have a substantive impact on the implementation of the raised investment project, will not have an adverse impact on the normal operation of the company, and is in line with the long-term development plan of the company.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. The specific contents of the announcement on the re demonstration and extension of some raised investment projects are published in China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn.
5. Deliberated and passed the proposal on by election of non independent directors of the eighth board of directors of the company
Voting results: 10 in favor, 0 against and 0 abstention.
It is agreed to nominate Ms. Wu Tong as a non independent director candidate of the eighth board of directors of the company. After being elected, Ms. Wu Tong will also serve as a member of the strategy committee and the nomination committee under the board of directors of the company, and her term of office will start from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the eighth board of directors of the company.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn. See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the announcement on resignation and by election of directors.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
Voting results: 10 in favor, 0 against and 0 abstention.
The specific contents of the notice on convening the second extraordinary general meeting of shareholders in 2022 are published in China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn.
3、 Documents for future reference
1. Resolutions of the 8th (Interim) meeting of the 8th board of directors of the company;
2. Independent opinions of independent directors on matters related to the eighth (Interim) meeting of the eighth board of directors of the company.
It is hereby announced.
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) board of directors
March 10, 2002
