Securities code: 300273 securities abbreviation: Zhuhai Hokai Medical Instruments Co.Ltd(300273) No.: 2022-004
Zhuhai Hokai Medical Instruments Co.Ltd(300273)
Announcement on resolutions of the 36th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 36th meeting of the 5th board of directors of Zhuhai Hokai Medical Instruments Co.Ltd(300273) (hereinafter referred to as "the company") was decided to be held by unanimous consent of all directors. The meeting was held at 10:00 on January 12, 2022 in the company's conference room in the form of on-site and communication at the same time. There were 9 directors who should attend the meeting, and 8 directors actually attended the meeting. Mr. Hao Zhenxi, chairman of the board, was unable to participate in the voting due to business trip, and entrusted and authorized Ms. Cai mengke, vice chairman of the board, to exercise the voting right. The notice, convening and the number of directors attending the meeting all comply with relevant laws, regulations, rules and the articles of association. All supervisors of the company attended the meeting as nonvoting delegates. The meeting was presided over by Ms. Cai mengke, vice chairman of the company. After careful deliberation, the attending directors formed the following resolutions:
1、 The proposal on the election of non independent directors of the Fifth Board of directors was deliberated and adopted
In view of the change of control of the company and the resignation of some non independent directors, Mr. Hao Zhenxi, the former controlling shareholder, and Beijing xingzhifu Technology Co., Ltd., the new controlling shareholder, reached an agreement through consultation. In order to further optimize the corporate governance structure and integrate advantageous resources, according to the company law, the articles of association and other relevant provisions, After the qualification review of the nomination and Remuneration Committee of the 5th board of directors of the company, the new controlling shareholders nominated Mr. Yu Zhichao, Mr. Fu Tao, Mr. Xian Kairen and Ms. Liu Yang as non independent director candidates of the 5th board of directors of the company (see the appendix for the resumes of the above nominated candidates). The term of office starts 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 Fifth Board of directors.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
(1) Mr. Yu Zhichao was nominated as a candidate for non independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
(2) Nominate Mr. Fu Tao as a candidate for non independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
After voting: 9 in favor, 0 against and 0 abstention.
(4) Ms. Liu Yang was nominated as a candidate for non independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
In order to ensure the normal operation of the board of directors, before the new non independent director takes office, the non independent director members who propose to resign will continue to faithfully and diligently perform the duties of directors in accordance with laws, regulations, the articles of association and other relevant provisions.
The independent directors of the company expressed independent opinions on the matter. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
This proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation, and new non independent directors of the company will be elected through cumulative voting system.
2、 The proposal on the election of independent directors of the Fifth Board of directors was deliberated and adopted
In view of the change of control of the company and the resignation of the independent director, Mr. Hao Zhenxi, the former controlling shareholder, and Beijing xingzhifu Technology Co., Ltd., the new controlling shareholder, reached an agreement through consultation. In order to further optimize the corporate governance structure and integrate advantageous resources, in accordance with the company law, the company charter and other relevant provisions, after the qualification review of the nomination and Remuneration Committee of the Fifth Board of directors of the company, The new controlling shareholder nominated Ms. Wang Xiaoyan, Ms. Yu Wenbo and Ms. Ma Qingsong as candidates for independent directors of the Fifth Board of directors of the company (see the appendix for the resumes of the above nominated candidates). The term of office starts 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 Fifth Board of directors.
The directors present at the meeting voted on the above candidates one by one, and the voting results are as follows:
(1) Ms. Wang Xiaoyan is nominated as the candidate for independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
(2) Ms. Yu Wenbo was nominated as the candidate for independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
(3) Ms. Ma Qingsong was nominated as the candidate for independent director of the 5th board of directors.
After voting: 9 in favor, 0 against and 0 abstention.
In order to ensure the normal operation of the board of directors, before the new independent director takes office, the independent director members who propose to resign will continue to faithfully and diligently perform the duties of directors in accordance with laws, regulations, the articles of association and other relevant provisions.
The independent directors of the company have expressed independent opinions on this matter. For the specific contents of the statement of independent director nominees and the statement of independent director candidates, see the relevant announcements published on the gem information disclosure website designated by the CSRC.
This proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation, and new independent directors of the company will be elected through cumulative voting system. Among them, the candidates for independent directors shall be submitted to Shenzhen stock exchange for examination and approval. After there is no objection, they shall be submitted to the general meeting of shareholders for election.
3、 The proposal on signing supplementary agreement II of repayment agreement with Guangdong Branch of China Huarong Asset Management Co., Ltd. and providing guarantee for Hengyuan leasing was deliberated and adopted
On December 9, 2019, the company held the fifth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors respectively, deliberated and adopted the proposal on the transfer of the creditor's rights of Hejia shares held by the holding subsidiary Zhuhai Hengyuan Financial Leasing Co., Ltd. to Guangdong Branch of China Huarong Asset Management Co., Ltd.
In order to optimize the debt maturity structure, the company and its holding subsidiary Zhuhai Hengyuan Financial Leasing Co., Ltd. (hereinafter referred to as "Hengyuan leasing") intend to sign supplementary agreement II of repayment agreement with Guangdong Branch of China Huarong Asset Management Co., Ltd. to optimize and adjust the above debt repayment plan. Hengyuan leasing and Mr. Hao Zhenxi Ms. Cai mengke provided joint and several liability guarantee for the transfer of creditor's rights. The specific guarantee matters shall be subject to the signed guarantee contract.
The independent directors of the company expressed independent opinions on the matter. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC.
After voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
In accordance with the requirements of the company law, the articles of association and other laws, regulations and normative documents, and in combination with the actual situation of the company, the meeting decided that the company would hold the first extraordinary general meeting of shareholders in 2022 at 15:00 p.m. on Monday, February 7, 2022 in the conference room of the company for half a day, For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 published on the gem information disclosure website designated by the CSRC. After voting: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhuhai Hokai Medical Instruments Co.Ltd(300273) board of directors January 14, 2021
Annex: resume of candidates for the 5th board of directors
1. Candidates for non independent directors
(1) Yu Zhichao
Mr. Yu Zhichao, born in 1981, Chinese nationality, master's degree, graduated from Tsinghua University and MBA in finance of the Chinese University of Hong Kong. He has successively served as assistant to the President Office of Minsheng Life Insurance Co., Ltd. and Sunshine Insurance Group Co., Ltd., executive director of Guoxin venture capital management (Shenzhen) Co., Ltd., managing director of China Construction Investment Wenyuan (Beijing) Investment Fund Management Co., Ltd., and managing director of M & A fund Department of China Everbright Holdings Co., Ltd. Member of the financial committee of the European and American students\' Association, master's supervisor of the Central University of Finance and economics, and personal financial monograph investor's logic. He is currently the supervisor of Beijing xingzhifu Technology Co., Ltd., the controlling shareholder of the company. As of the date of this meeting, Mr. Yu Zhichao did not hold shares of the company. Except as a supervisor of Beijing xingzhifu Technology Co., Ltd., the controlling shareholder of the company, he had no relationship with other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and had not been punished by the CSRC and other relevant departments and the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Upon inquiry, Mr. Yu Zhichao does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association. (2) Ambush
Mr. Fu Tao, born in June 1980, is a Chinese national with a master's degree. He graduated from the people's Public Security University of China and has legal professional qualification and fund practice qualification. He has successively served as the general manager of Beijing National Security Bureau, national development and Reform Commission, Ping An Bank Co.Ltd(000001) and Asset Management Department of Tianhong innovation asset management Co., Ltd. Personal monograph "design and implementation of anti money laundering system in insurance industry".
As of the date of this meeting, Mr. Fu Tao did not hold the company's shares, had no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company, and had not been punished by the CSRC and other relevant departments or the securities exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Upon inquiry, Mr. Fu Tao does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association.
(3) Xian Kairen
Mr. Xian Kairen, born in 1987, Chinese nationality, with a master's degree, graduated from Queensland University of science and technology in Australia and holds the fund qualification. He has successively served as the fund director of CNOOC Gas & Power Group Co., Ltd., the representative of the project joint management committee of CNOOC Australia Investment Co., Ltd., the Senior M & a manager of CNOOC, the deputy general manager of China Huaxin energy company and the deputy general manager of Zhongsheng Rongan company.
As of the date of this meeting, Mr. Xian Kairen did not hold the company's shares, had no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company, and had not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Upon inquiry, Mr. Xian Kairen does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association.
(4) Liu Yang
Ms. Liu Yang, born in 1992, Chinese nationality, bachelor degree. Hold fund qualification certificate and CET-8 qualification certificate. He has successively served as assistant to the general manager of the project development department of Hainan Airlines and HNA Tourism Group Co., Ltd., assistant to the chairman and director of investment and financing of Zhongqing Shanghai Chengtou Holding Co.Ltd(600649) Group Co., Ltd., general manager of Zhongqing Jianye Cultural Development Co., Ltd. and deputy general manager of Nanfang economic and Trade Investment Holding Co., Ltd.
As of the date of this meeting, Ms. Liu Yang did not hold the company's shares, had no relationship with other shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company, and had not been punished by the CSRC and other relevant departments or the securities exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. After inquiry, Ms. Liu Yang does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association.
2. Candidates for independent directors
(1) Wang Xiaoyan
Ms. Wang Xiaoyan, born in 1975, Chinese nationality, master's degree, graduated from Peking University and China University of political science and law. Holding legal professional qualification, he has successively served as the joint bank manager of Bank Of China Limited(601988) Cangzhou Branch of Hebei Cangzhou urban construction and Development Corporation, the lawyer and partner of Beijing Dacheng Law Firm, and the management partner of Beijing Xinglai law firm.
As of the date of this announcement, Ms. Wang Xiaoyan does not hold shares of the company, has no relationship with other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Upon inquiry, Ms. Wang Xiaoyan does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association.
(2) Yu Wenbo
Ms. Yu Wenbo, born in 1991, Chinese nationality, master degree, graduated from Temple University. Hold legal professional qualification. Successively served as The Pacific Securities Co.Ltd(601099) , deputy general manager of people's Insurance Company of China and Guohe Great Wall Industry Co., Ltd.
As of the date of this announcement, Ms. Yu Wenbo does not hold shares of the company, has no relationship with other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Upon inquiry, Ms. Yu Wenbo does not belong to the "dishonest executee" listed on the website of the Supreme People's court. His qualification meets the relevant provisions of the company law and the articles of association.
(3) Ma Qingsong
Ms. Ma Qingsong, born in 1975, Chinese nationality, bachelor degree. Hold certified public accountant qualification, national real estate appraiser qualification and asset appraiser qualification. He has successively served as the cashier of Shandong Pengda Real Estate Development Co., Ltd., the audit manager of Beijing standard crown certified public accountants, the manager of the financial audit department of Beijing Wanfang Co., Ltd., and the financial manager of China Financial Investment Management Co., Ltd
