Securities code: 300273 securities abbreviation: Zhuhai Hokai Medical Instruments Co.Ltd(300273) No.: 2022-006
Zhuhai Hokai Medical Instruments Co.Ltd(300273)
Announcement on resignation and election of directors and independent directors of the company
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 board of directors of Zhuhai Hokai Medical Instruments Co.Ltd(300273) (hereinafter referred to as “the company”) recently received written resignation reports from seven directors and independent directors, including Mr. Zhang Hongyu, Mr. Shi zhuangping, Mr. Wu Qiyao and Ms. Zhang Xiaojing, and independent directors, Mr. Mao Yiqiang, Mr. Chen Aiwen and Mr. Lu Xiaotian. On January 12, 2022, the company held the 36th meeting of the 5th board of directors, deliberated and adopted the proposal on the election of non independent directors of the 5th board of directors and the proposal on the election of independent directors of the 5th board of directors. Now the company announces the relevant information as follows:
1、 Resignation
Due to the change of control of the company, Mr. Zhang Hongyu applied to resign as a director and vice president of the company and did not hold other positions in the company after his resignation; Mr. Shi zhuangping applied to resign as a director of the company and still served as vice president of the company after his resignation; Mr. Wu Qiyao applied to resign as a director of the company and a member of the strategy committee of the board of directors, and will not hold other positions in the company after his resignation; Ms. Zhang Xiaojing applied to resign as a director of the company and still served as the Secretary of the board of directors of the company after her resignation; Mr. Mao Yiqiang applied for resignation as an independent director, chairman of the nomination and Remuneration Committee and member of the strategy committee of the company, and did not hold other positions in the company after his resignation; Mr. Chen Aiwen applied for resignation as an independent director and chairman of the audit committee of the company, and did not hold other positions in the company after his resignation; Mr. Lu Xiaotian applied for resignation from the company’s independent director, member of the audit committee, member of the nomination and Remuneration Committee and other positions. After his resignation, he will not hold other positions in the company.
According to the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other relevant provisions, the resignation of the above directors and independent directors resulted in the number of the board of directors of the company being lower than the quorum. The resignation letter will not take effect until the new directors and independent directors are elected by the general meeting of shareholders. In order to ensure the normal operation of the board of directors, before the new directors and independent directors take office, the directors and independent directors who propose to resign will continue to perform their duties faithfully and diligently in accordance with laws, regulations, the articles of association and other relevant provisions.
As of the date of this announcement, Mr. Zhang Hongyu holds 1170905 shares, accounting for 0.15% of the total share capital of the company, Mr. Shi zhuangping holds 2764723 shares, accounting for 0.35% of the total share capital of the company, Ms. Zhang Xiaojing holds 221000 shares, accounting for 0.03% of the total share capital of the company, and Mr. Wu Qiyao, Mr. Mao Yiqiang, Mr. Chen Aiwen and Mr. Lu Xiaotian do not hold shares of the company. Among them, 204000 shares and 40000 shares respectively held by Mr. Shi zhuangping and Ms. Zhang Xiaojing are restricted shares of the equity incentive plan. According to the provisions of the company’s 2018 restricted stock incentive plan (Draft), this part of the restricted shares held by them will be repurchased and cancelled.
Mr. Zhang Hongyu, Mr. Shi zhuangping, Mr. Wu Qiyao, Ms. Zhang Xiaojing, independent directors Mr. Mao Yiqiang, Mr. Chen Aiwen and Mr. Lu Xiaotian resigned before the expiration of their term of office (originally scheduled term of office: September 30, 2019 to September 30, 2022), In accordance with the requirements of the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange and other regulations, Mr. Zhang Hongyu, Mr. Shi zhuangping and Ms. Zhang Xiaojing shall serve within the term of office determined at the time of taking office and within six months after the expiration of their term of office, Continue to abide by the following restrictive provisions: (I) the shares transferred each year shall not exceed 25% of the total shares of the company held by them;
(II) not transfer its shares in the company within half a year after resignation;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
The company and the board of directors express their heartfelt thanks to Mr. Zhang Hongyu, Mr. Shi zhuangping, Mr. Wu Qiyao, Ms. Zhang Xiaojing, independent directors Mr. Mao Yiqiang, Mr. Chen Aiwen and Mr. Lu Xiaotian for their contributions to the development of the company during their tenure in the company.
2、 Election of non independent directors and independent directors
On January 12, 2022, the company held the 36th meeting of the 5th board of directors, deliberated and adopted the proposal on the election of non independent directors of the 5th board of directors and the proposal on the election of independent directors of the 5th board of directors. In view of the change of control of the company and the resignation of some non independent directors and 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, in accordance with the company law, the articles of association and other relevant provisions, After the qualification review by the nomination and Remuneration Committee of the 5th board of directors, the new controlling shareholders nominated Mr. Yu Zhichao, Mr. Fu Tao, Mr. Xian Kairen and Ms. Liu Yang as candidates for non independent directors of the 5th board of directors, and Ms. Wang Xiaoyan, Ms. Yu Wenbo and Ms. Ma Qingsong as candidates for independent directors of the 5th board of directors, 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.
Among them, independent director candidates Ms. Wang Xiaoyan, Ms. Yu Wenbo and Ms. Ma Qingsong have not obtained the qualification certificate of independent directors. They have promised to participate in the latest training course for independent directors of listed companies and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. The current independent directors expressed their agreed independent opinions on this matter. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange before they can be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
According to the relevant provisions of the company law and the articles of association, the above candidates shall be submitted to the company’s first extraordinary general meeting in 2022 for deliberation, and four non independent directors and three independent directors shall be elected by cumulative voting system to form the Fifth Board of directors of the company together with Mr. Hao Zhenxi, chairman and Ms. Cai mengke, vice chairman, The term of office starts from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022 to the date of expiration of the term of office of the Fifth Board of directors.
It is hereby announced.
Zhuhai Hokai Medical Instruments Co.Ltd(300273) board of directors January 14, 2022
