Stock Code: Guangzhou Improve Medical Instruments Co.Ltd(300030) stock abbreviation: Guangzhou Improve Medical Instruments Co.Ltd(300030) Announcement No.: 2022009 bond Code: 112522 bond abbreviation: 17 Yangpu S1
Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd
Announcement on the resolutions of the 17th meeting of the 5th board of directors
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 17th meeting of the 5th board of directors (hereinafter referred to as “the meeting”) of Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd. (hereinafter referred to as “the company”) was sent to all directors by e-mail on April 11, 2022. The meeting was held at 10:00 a.m. on April 21, 2022 in conference room 2 of the company by combining on-site and communication. Nine directors were expected to attend the meeting, and nine directors actually attended the meeting. The company’s supervisors and senior managers attended the meeting as nonvoting delegates. The contents, convening methods and procedures of this meeting comply with the provisions of the company law and the articles of association. The meeting was presided over by chairman Deng Guanhua. After full discussion, the attending directors passed the following resolutions:
1、 Deliberated and adopted the 2021 general manager’s work report
The board of directors of the company reviewed the 2021 general manager’s work report made by Mr. Deng Guanhua, the general manager, and believed that the content of the report truly reflected the implementation of the company’s strategic planning and daily operation and management activities. The specific contents of the company’s 2021 annual general manager’s work report are detailed in “section III Management Discussion and analysis” and “point IV main business analysis” of the 2021 annual report.
Voting results: 9 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes.
2、 Deliberated and adopted the work report of the board of directors in 2021
The board of directors of the company reviewed and approved the work report of the board of directors in 2021, and believed that the report objectively and truly reflected the performance and work results of the board of directors in 2021. Independent directors Mr. Xie Xiaoyao, Mr. Kang xixiong and Mr. Bai Hua respectively submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of the company.
See the work report of the board of directors in 2021 and the work report of independent directors in 2021 on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Deliberated and adopted the annual report for 2021 and its summary
After comprehensively reviewing and understanding the full text and summary of the company’s 2021 annual report, the board of directors of the company believes that the full text and summary of the company’s 2021 annual report truly, accurately and completely reflect the company’s actual operating conditions and operating results, and believes that its statements are true, accurate and complete, there are no matters that should be disclosed but not disclosed, and there are no false records, misleading statements or major omissions.
The annual report of 2021 and its abstract (Announcement No.: 2022012, 2022013) are detailed in cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the financial final accounts report of 2021
The 2021 financial statements of the company have been audited by Lixin Certified Public Accountants (special general partnership) and issued standard unqualified opinions. The board of Directors believes that the company’s financial statement for 2021 objectively and truly reflects the company’s financial situation and operating results in 2021.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the 2021 annual financial statement report.
There were no affirmative votes and 9 abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The company’s profit distribution plan for 2021 is as follows: Based on the total share capital of 309187315 shares on December 31, 2021, a cash dividend of 0.40 yuan (including tax) will be distributed for every 10 shares, with a total cash distribution of 123674926 yuan. The remaining undistributed profits will be carried forward for annual distribution in the future.
For details, see the announcement on the company’s profit distribution plan for 2021 (Announcement No.: 2022014) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Deliberated and adopted the self-evaluation report on internal control in 2021
The board of directors conducted a serious self-examination and Analysis on the company’s internal control, and believed that the company had established and implemented a relatively perfect internal control system according to its actual situation and the requirements of laws and regulations, and no major defects and important defects were found.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the 2021 internal control self evaluation report.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on applying for credit line from the bank and requesting the general meeting of shareholders to give corresponding authorization to the chairman of the board of directors was deliberated and adopted
In order to strengthen market development and maintain the company’s leading position in the industry, combined with the company’s operation, business development needs and capital needs in 2022, the company plans to apply for a credit line from relevant banks and authorize the chairman of the board of directors to apply for a credit balance of no more than 800 million yuan according to the actual operation of the company, And the single application or withdrawal of credit line from the bank shall not exceed 300 million yuan (the obtained bank credit line includes but is not limited to working capital loan, fixed asset investment loan, issuing bank acceptance bill, China letter of credit, issuing letter of guarantee, applying for bill discount, trade financing, financial leasing, M & a loan and other businesses), approve and sign documents related to the above businesses on behalf of the company, The legal consequences and liabilities arising therefrom shall be borne by the company.
The authorization period starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 Deliberated and adopted the report of the first quarter of 2022
After comprehensively reviewing and understanding the company’s report for the first quarter of 2022, the board of directors of the company believes that the company’s report for the first quarter of 2022 reflects the company’s actual operating conditions and operating results, and believes that its statements are true, accurate and complete, there are no matters that should be disclosed but not disclosed, and there are no false records, misleading statements or major omissions.
The first quarter report of 2022 (Announcement No.: 2022016) is detailed in cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
9、 The proposal on failure of attribution conditions and cancellation of corresponding restricted stocks in the second attribution period of 2020 restricted stock incentive plan was deliberated and adopted
According to the provisions of Guangzhou Improve Medical Instruments Co.Ltd(300030) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), the performance assessment goal of the second vesting period is that the cumulative net profit attributable to the shareholders of the listed company in 2021 shall not be less than 310 million yuan, and the net operating profit in 2021 shall not be less than the net operating profit in 2020. The above “net operating profit” refers to the net profit attributable to the shareholders of the listed company, excluding the impact of non recurring profits and losses, investment income and asset impairment losses.
According to the audit report (No.: xksbz [2022] No. zc10201) issued by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the cumulative net profit attributable to the shareholders of the listed company was 18108369233 yuan and the operating net profit was 1790438456 yuan. Therefore, the company failed to meet the performance assessment objectives of the second vesting period stipulated in the incentive plan, and the vesting conditions were not achieved. According to the relevant provisions of the incentive plan, all the 2.62 million restricted shares granted but not yet vested in the current year corresponding to the assessment year (i.e. 2021) will be cancelled and invalid.
For details, please refer to the announcement on the failure and cancellation of the corresponding restricted stocks in the second vesting period of the 2020 restricted stock incentive plan (Announcement No.: 2022017) disclosed by the company on the gem information disclosure website cninfo.com designated by the CSRC.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
According to the needs of the company’s daily business development in 2022, it is estimated that the total amount of daily related party transactions between the company and Hangzhou Kangdai Sirui Biotechnology Co., Ltd. will not exceed 1 million yuan, the total amount of daily related party transactions with Guangzhou Anfang Biotechnology Co., Ltd. will not exceed 10 million yuan, and the total amount of daily related party transactions with Guangzhou Yibo Information Technology Co., Ltd. will not exceed 8.3 million yuan The total amount of daily connected transactions with Zhuhai Gree Group Co., Ltd. shall not exceed 6.2 million yuan.
For details, please refer to the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022018) disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC.
The independent directors of the company reviewed the matter in advance and expressed their independent opinions on the proposal. This proposal involves related party transactions, and related directors Yu Wei and Deng Xiangxiang avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 Deliberated and passed the proposal on Amending the articles of Association
In accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual situation of the company’s development, The company revised and improved the relevant provisions of the current articles of association.
For details, please refer to the announcement on Amending the articles of Association (Announcement No.: 2022022) and the articles of Association disclosed by the company on cninfo, the gem information disclosure website designated by the CSRC. The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
In accordance with the relevant provisions of the articles of association, the board of directors will review the 2021 annual report of the board of directors, 2021 annual report and summary, 2021 annual financial statement report, proposal on the company’s 2021 annual profit distribution plan, proposal on applying for credit line from the bank and submitting it to the general meeting of shareholders for corresponding authorization to the chairman of the board of directors The proposal on Amending the articles of association was submitted to the general meeting of shareholders of the company for deliberation. Therefore, it is proposed to convene the 2021 annual general meeting of shareholders of the company on May 18, 2022 to consider the above proposal.
For details, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022019) disclosed by the company on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Guangzhou Improve Medical Instruments Co.Ltd(300030) technology Co., Ltd. board of directors April 22, 2022
