Ningbo Sanxing Medical Electric Co.Ltd(601567) opinions of independent directors
In accordance with the relevant provisions of the code for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Ningbo Sanxing Medical Electric Co.Ltd(601567) articles of association and the detailed rules for the work of Ningbo Sanxing Medical Electric Co.Ltd(601567) independent directors, as independent directors of the company, we express independent opinions on the relevant proposals of the 23rd Meeting of the 5th board of directors of Ningbo Sanxing Medical Electric Co.Ltd(601567) Nanjing Mingzhou rehabilitation hospital Co., Ltd. as follows: The 100% equity of Wuhan Mingzhou rehabilitation hospital Co., Ltd., Changsha Mingzhou rehabilitation hospital Co., Ltd., Changzhou Mingzhou rehabilitation hospital Co., Ltd. and Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. are in line with the company's development strategy. The acquisition is conducive to the company's business layout in the medical industry, accelerating the development of the company's medical industry and improving the company's overall economic benefits, Ensure the maximization of the interests of the company's shareholders.
The transaction price is determined based on the evaluation results of the underlying assets, and the evaluation report is issued by the evaluation institution with securities and futures qualification. The appraisal institution is independent and qualified, the appraisal method is consistent with the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable and the appraisal price is fair. When the board of directors deliberates the related party transaction, the related directors withdraw from voting according to the regulations. The related party transaction needs to be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders need to withdraw from voting.
The related party transaction follows the principle of fairness and reasonableness, and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. The related party transaction does not harm the interests of the company and all shareholders, especially the minority shareholders. It is agreed to acquire 100% equity of Nanjing Mingzhou rehabilitation hospital Co., Ltd., Wuhan Mingzhou rehabilitation hospital Co., Ltd., Changsha Mingzhou rehabilitation hospital Co., Ltd Changzhou Mingzhou rehabilitation hospital Co., Ltd. has 100% equity and Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. has 100% equity.
Independent directors: Wang Xihong, Duan Yichao, Yang Huajun March 25, 2022
