Securities code: 002382 securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022-003 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement on resolutions of the 21st Meeting of the 5th 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、 Convening of board meeting
The 21st Meeting of the 5th board of directors of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "the company" or " Blue Sail Medical Co.Ltd(002382) ") was notified by e-mail on January 10, 2022, supplemented by e-mail on January 12, 2022, and held in the second conference room of the company on January 13, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting; Mr. Sun Chuanzhi attended the meeting on site, and Ms. Liu Wenjing, Mr. Li Zhenping, Mr. Zhong Shuqiao, Mr. Liu Shengjun, Mr. Dong Shukui and Mr. Miyamoto attended the meeting by means of communication. Ms. Liu Wenjing, chairman of the company, presided over the meeting. The notice, convening and voting procedures of the meeting comply with the provisions of the company law of the people's Republic of China and the Blue Sail Medical Co.Ltd(002382) articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on cooperative investment funds between subsidiaries and professional investment institutions;
It is agreed that the company's subsidiary Shandong Jiwei Medical Products Co., Ltd. (hereinafter referred to as "Jiwei medical") and China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) and other limited partners participate in the investment of Suzhou Industrial Park Yisheng phase I venture capital partnership (limited partnership) (hereinafter referred to as "Yisheng phase I") initiated and established by Suzhou Industrial Park Yisheng Private Fund Management Co., Ltd, The target fund size is RMB 300 million. Among them, Jiwei medical, as a limited partner, contributed RMB 20 million with its own funds.
Yisheng phase I, based on the high-quality and rich project resources in the Yangtze River Delta accumulated by the Oriental medical device innovation center and the China cardiovascular doctor Innovation Club (CCI), and relying on the operation strength of the head industry, University, research and medicine and the industrial park, invests in early-stage medical devices, in vitro diagnostic reagents, stem cells, biotechnology and medical services, which is conducive to the company's layout of great health The industry and investment in the new medical field are in line with the company's strategic development plan.
Voting results: 7 in favor, 0 against and 0 abstention.
See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com, the information disclosure media designated by the company, for details of the announcement on cooperative investment funds between subsidiaries and professional investment institutions（ http://www.cn.info.com.cn. ）； The independent directors of the company have expressed independent opinions. See http://www.cninfo.com.cn for details（ http://www.cn.info.com.cn. ）。
2. Deliberated and passed the proposal on the proposed internal asset restructuring;
Agree to transfer part of the company's assets and liabilities related to the production and operation of health protection gloves business as of the base date December 31, 2021 to Zibo lanfan new materials Co., Ltd. (hereinafter referred to as "Zibo new materials") based on the estimated net book value of 1250393200 yuan (Unaudited) Zibo lanfan Health Technology Co., Ltd. (hereinafter referred to as "Zibo health technology"), of which the net book value transferred to Zibo new materials is 488631000 yuan and the net book value transferred to Zibo health technology is 761762200 yuan. This transfer will transfer the personnel related to the transfer business to Zibo new materials and Zibo health technology in accordance with the principle of "people follow the business and assets". The board of directors authorizes the management of the company to handle matters related to the internal asset restructuring, including but not limited to signing the asset restructuring agreement, handling industrial and commercial changes, etc.
Voting results: 7 in favor, 0 against and 0 abstention.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com, the information disclosure media designated by the company, for details of the announcement on the proposed internal asset restructuring（ http://www.cn.info.co m.c n）； Independent directors have expressed independent opinions. For details, please refer to cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）。
3. Deliberated and passed the proposal on appointing the president of the company;
In consideration of the company's long-term strategic inheritance, incremental business development and the age echelon construction of the company's management team, the company recently received a written resignation report from Ms. Liu Wenjing, chairman and President, on applying for no longer holding the post of president. After resigning as president, Ms. Liu Wenjing will continue to serve as chairman of the company, chairman of the strategy committee, member of the nomination committee and member of the remuneration and assessment committee, and will focus more on the overall development strategic layout of the company and explore new space for high-quality development.
In order to ensure the normal development of the company's production and operation, upon the nomination of the chairman of the company and the review of the nomination committee of the board of directors, the board of directors of the company agreed to appoint Mr. Zhong Shuqiao as the president of the company from the date of deliberation and approval by the board of directors to the date of expiration of the term of office of the Fifth Board of directors. After taking office as the president of the company, Mr. Zhong Shuqiao will no longer serve as the vice president and chief capital officer of the company. He will continue to serve as a director and concurrently as the Secretary of the board of directors until the Company re appoints the Secretary of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of the announcement on the chairman no longer serving as president and appointing president, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）； Independent directors have expressed independent opinions. For details, please refer to cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
1. Resolutions of the 21st Meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors.
It is hereby announced.
Blue Sail Medical Co.Ltd(002382) board of directors
January 14, 2002
