Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022029 Ningbo Sanxing Medical Electric Co.Ltd(601567)
Announcement on the resolution of the 23rd 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Ningbo Sanxing Medical Electric Co.Ltd(601567) (hereinafter referred to as "the company") held the 23rd Meeting of the 5th board of directors on March 25, 2022. The meeting was held on site. The meeting was presided over by the chairman, Ms. Shen Guoying, and attended by the company's supervisors and other senior managers. The convening and convening of the meeting met the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the directors present at the meeting, the following proposals were adopted and the following resolutions were formed:
1、 The proposal on the acquisition of 100% equity and related party transactions of Nanjing Mingzhou rehabilitation hospital Co., Ltd. was deliberated and passed. Ningbo oaks Rehabilitation Medical Investment Management Co., Ltd. (hereinafter referred to as "rehabilitation investment"), a subsidiary of the company, plans to acquire Ningbo Kaiyun Huajing equity investment partnership (limited partnership) with its own capital of 21 million yuan Ningbo Zhongjing investment management partnership (limited partnership) holds 70% and 30% equity of Nanjing Mingzhou rehabilitation hospital Co., Ltd. respectively, and acquires 100% equity of Nanjing Mingzhou rehabilitation hospital Co., Ltd. in total.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes, 1 abstention vote, and related director Zheng Jianjiang abstained from voting. (for details, please refer to the website of Shanghai Stock Exchange: http://www.sse.com.cn. ）
2、 The proposal on the acquisition of 100% equity and related party transactions of Wuhan Mingzhou rehabilitation hospital Co., Ltd. was deliberated and passed. The rehabilitation investment, a subsidiary of the company, plans to acquire 70% and 30% equity of Wuhan Mingzhou rehabilitation hospital Co., Ltd. held by Ningbo Kaiyun Huafeng equity investment partnership (limited partnership) and Ningbo Zhongshan investment management partnership (limited partnership) with its own capital of 180 million yuan, Total acquisition of 100% equity of Wuhan Mingzhou rehabilitation hospital Co., Ltd.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes, 1 abstention vote, and related director Zheng Jianjiang abstained from voting. (for details, please refer to the website of Shanghai Stock Exchange: http://www.sse.com.cn. ）
3、 The proposal on the acquisition of 100% equity and related party transactions of Changsha Mingzhou rehabilitation hospital Co., Ltd. was deliberated and passed. The rehabilitation investment, a subsidiary of the company, plans to acquire 70% and 30% equity of Changsha Mingzhou rehabilitation hospital Co., Ltd. held by Ningbo Kaiyun Huarui equity investment partnership (limited partnership) and Ningbo Zhongxiang investment management partnership (limited partnership) with its own capital of 160 million yuan, Total acquisition of 100% equity of Changsha Mingzhou rehabilitation hospital Co., Ltd.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes, 1 abstention vote, and related director Zheng Jianjiang abstained from voting. (for details, please refer to the website of Shanghai Stock Exchange: http://www.sse.com.cn. ）
4、 The proposal on the acquisition of 100% equity and related party transactions of Changzhou Mingzhou rehabilitation hospital Co., Ltd. was deliberated and passed. The rehabilitation investment, a subsidiary of the company, plans to acquire 70% and 30% equity of Changzhou Mingzhou rehabilitation hospital Co., Ltd. held by Ningbo Kaiyun Huayang equity investment partnership (limited partnership) and Ningbo Zhongsu investment management partnership (limited partnership) with its own capital of 182 million yuan, Acquired 100% equity of Changzhou Mingzhou rehabilitation hospital Co., Ltd.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes, 1 abstention vote, and related director Zheng Jianjiang abstained from voting. (for details, please refer to the website of Shanghai Stock Exchange: http://www.sse.com.cn. ）
5、 The proposal on the acquisition of 100% equity and related party transactions of Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. was deliberated and adopted
Rehabilitation investment, a subsidiary of the company, plans to acquire 70% and 30% of the shares of Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. held by Ningbo Kaiyun Huasheng equity investment partnership (limited partnership) and Ningbo Zhongye investment management partnership (limited partnership) with its own capital of 112 million yuan, totaling 100% of the shares of Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes, 1 abstention vote, and related director Zheng Jianjiang abstained from voting. (for details, please refer to the website of Shanghai Stock Exchange: http://www.sse.com.cn. ）
6、 The proposal on holding the general meeting of shareholders at a selected time was deliberated and adopted
Since the matters considered by the board of directors need to be considered and approved by the general meeting of shareholders of the company, the board of directors of the company will convene the general meeting of shareholders at a selected time, and the relevant proposals will be considered through the combination of on-site meeting and online voting. The company will issue a notice of convening the general meeting of shareholders and make an announcement.
Voting results: 8 in favor, 0 against and 0 abstention
Filing documents:
Resolution of the 23rd Meeting of Ningbo Sanxing Medical Electric Co.Ltd(601567) the 5th board of directors
Opinions of Ningbo Sanxing Medical Electric Co.Ltd(601567) independent directors
Prior approval opinions of Ningbo Sanxing Medical Electric Co.Ltd(601567) independent directors on related party transactions of the company and written review opinions of the audit committee of the board of directors on related party transactions
It is hereby announced.
Ningbo Sanxing Medical Electric Co.Ltd(601567) board of directors March 26, 2002
