Securities code: Suzhou Medicalsystem Technology Co.Ltd(603990) securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) Announcement No.: 2022034 Suzhou Medicalsystem Technology Co.Ltd(603990)
Announcement on Exempting shareholders from voluntary share restriction commitments
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents. Important contents suggest that the commitments of this application for exemption are: (1) Suzhou Medicalsystem Technology Co.Ltd(603990) (hereinafter referred to as “the company”, “listed company” or ” Suzhou Medicalsystem Technology Co.Ltd(603990) “) shareholder Yan huanghong’s voluntary commitment to the restriction on the sale of shares of the company held by him: “When I reduce my shares in the company, the number of shares I hold each year shall not exceed 25% of the total number of shares I hold in the company, and I shall notify the company in writing of its intention to reduce its shares and the number of shares to be reduced in advance, and the company shall make a timely announcement. I can reduce my shares in the company three trading days from the date of announcement.”
On May 23, 2022, Weng Kang, the controlling shareholder and actual controller of the company, Yan huanghong, Wang Jianhua and Fu Hong, the shareholder (hereinafter collectively referred to as the “Transferor”) signed the share transfer agreement with Mianyang Haoxiang Co., Ltd. (hereinafter referred to as “Mianyang Haoxiang”), and the transferor transferred 7.63% of the company’s shares to Mianyang Haoxiang in total, Among them, Ms. Yan huanghong transferred all the shares of the company she held (accounting for 3.37% of the total share capital of the company). The non-public subscription agreement of Mianyang Haoxiang Medical Co., Ltd. (hereinafter referred to as “the non-public subscription agreement for 349 shares of Mianyang Haoxiang Medical Co., Ltd.”) takes effect on the date of signing the non-public subscription agreement of Mianyang Haoxiang Medical Co., Ltd. (hereinafter referred to as “the non-public subscription agreement for 349 shares of Suzhou Haoxiang Medical Co., Ltd.”). For details, see the progress announcement on the signing of share transfer agreement by actual controllers, persons acting in concert and other shareholders, and the signing of conditional share subscription agreement and change of control by the company disclosed on the same day. After the above agreement transfer and non-public offering, the control of the company will change, Mianyang Haoxiang will become the controlling shareholder of the listed company, and Mianyang Anzhou District State owned assets supervision and Administration Office (hereinafter referred to as “Mianyang Anzhou District SASAC”) will become the actual controller of the company. In order to complete the above-mentioned share transfer transaction, Yan huanghong applied to the company for exemption from fulfilling its commitment obligation of voluntary share restriction. The exemption of this voluntary share restriction commitment is a necessary condition for the completion of the above-mentioned transfer of the company’s control. Open-minded
It has adverse effects, will not damage the legitimate rights and interests of the company and small and medium-sized investors, and does not violate the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations. The application for exemption has been deliberated and approved at the 27th meeting of the third board of directors and the 20th meeting of the third board of supervisors of the company, and needs to be deliberated and approved by the general meeting of shareholders of the company. Whether the general meeting of shareholders is deliberated and approved is uncertain. Please pay attention to investment risks.
On May 23, 2022, Weng Kang, the controlling shareholder and actual controller of the company, Yan huanghong, Wang Jianhua and Fu Hong (hereinafter collectively referred to as the “Transferor”) signed the share transfer agreement with Mianyang Haoxiang. The transferor transferred 7.63% of the company’s shares to Mianyang Haoxiang, of which Ms. Yan huanghong transferred all the company’s shares held by her (accounting for 3.37% of the total share capital of the company). In order to complete the above equity transfer, the shareholder Yan huanghong submitted the application for exemption from the voluntary share restriction commitment to the company, which was deliberated and approved by the 27th meeting of the third board of directors and the 20th meeting of the third board of supervisors, exempted the shareholder Ms. Yan huanghong’s voluntary commitment to the share restriction held by her, and submitted the relevant exemption matters to the general meeting of shareholders for deliberation. The details are as follows: I. the commitment and performance of share restriction made by shareholder Yan huanghong
On October 13, 2017, the concerted action agreement signed by Yan huanghong and Weng Kang agreed on the commitment of share restriction held by Yan huanghong. The commitment and performance of share restriction are shown in the table below:
Implementation of the commitment of restricted shares
subject
(1) The company’s shares shall not be transferred or transferred within 36 months from the date of listing and trading on the stock exchange
The issuer entrusts others to manage the company directly or indirectly held by it, and the performance of the company issued before the current issuance has been completed.
Nor will the company buy back the shares it directly or indirectly holds that have been issued before this issuance
Shares in the bank.
(2) If I reduce my holdings of the company’s shares within two years after the expiration of the lock-in period, the price of stock reduction
The price shall not be lower than the issuing price of the company’s initial public offering (if the company has dividends, dividends and has been fulfilled).
Ex rights and ex interest matters such as share distribution and conversion of capital reserve into share capital shall be paid in accordance with the corresponding proportion
Yan Huangxing’s ex right and ex dividend adjusted issue price for comparison).
(3) when I reduce my shares in the company, the number of shares reduced each year shall not exceed
I directly or indirectly hold 25% of the total shares of the company, and inform the company in writing of my intention to reduce and the number of shares I intend to reduce voluntarily in advance, and the company will make a timely announcement to make a commitment to restricted sales.
After 3 trading days from the date of announcement, we can reduce our shares in the company.
(4) During my tenure as a director, supervisor or senior manager of the company, the annual transfer of Yan huanghong’s shares in the listed company shall not exceed 25% of the total shares of the company directly or indirectly held by me. I am not suitable for serving in the company. I will not transfer the shares of the company directly or indirectly held by me within half a year after my resignation. This commitment is used for the above.
Promise not to change due to my job change, resignation and other reasons.
2、 Commitments of share restrictions exempted in this application
Contents of the applicant’s application for exemption
When I reduce my shares in the company, the number of shares I reduce each year shall not exceed 25% of the total number of shares I directly or indirectly hold in the company, and I shall notify the company in writing of its intention to reduce its shares and the number of shares to be reduced in advance, which shall be announced by the company in a timely manner. After 3 trading days from the date of announcement, I can reduce my shares in the company.
3、 Reasons and basis for applying for exemption of share restriction commitment
According to the share transfer agreement, Yan huanghong plans to transfer a total of 5569798 shares of the company held by him (accounting for 3.37% of the total share capital of the company) to Mianyang Haoxiang. According to his commitment that “the number of shares to be reduced each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by him”, the number of shares that Yan huanghong can transfer in 2022 is 1392449, which is lower than the number of shares to be transferred this time. In order to promote the above equity transfer, in accordance with the relevant provisions of Article 14 of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, Yan huanghong requested to exempt the above unfulfilled share restriction commitments.
Yan huanghong’s share restriction commitment applied for exemption this time is not a legal commitment, but a voluntary commitment made when signing the concerted action agreement with Weng Kang, the actual controller of the company.
On January 19, 2022, Mr. Weng Kang, the controlling shareholder of the company, Ms. Yan huanghong, Mr. Wang Jianhua and Mr. Fu Hong, the shareholder of the company, signed the share transfer intention agreement with the security investment group. For details, the company opened the agreement on Shanghai Stock Exchange on May 20, 2022（ http://www.sse.com.cn./ ）The disclosure of Suzhou Medicalsystem Technology Co.Ltd(603990) the suggestive announcement on the signing of the share transfer intention agreement by the controlling shareholder and its persons acting in concert and other shareholders and the proposed change of the controlling shareholder and actual controller (Announcement No.: 2022005). Based on Mr. Weng Kang, the controlling shareholder, the actual controller and Ms. Yan huanghong, who acted in concert at that time, the cumulative number of pledged shares was 24.8 million shares, accounting for 90.37% of their shares and 14.99% of the total share capital of the company. The pledge proportion was high. It was difficult to continue to pledge shares for financing, which also had a certain impact on the secondary market of listed companies. Mianyang Haoxiang, an enterprise subordinate to the state owned assets supervision and Administration Commission of Anzhou District, Mianyang City, is the controlling shareholder, which is conducive to reducing the capital pressure of the controlling shareholder, effectively reducing its share pledge ratio, improving the company’s risk prevention and control ability and the sustainable and healthy development of the company. Yan huanghong’s application for exemption from the share restriction commitment is a prerequisite for the company to introduce state-owned shareholders and realize the transfer of control.
In order to ensure the smooth progress of this share transfer, Mr. Weng Kang and Ms. Yan huanghong raised funds temporarily and repaid part of the stock pledge debt. As of the disclosure date of this announcement, Mr. Weng Kang, the controlling shareholder, the actual controller and Ms. Yan huanghong, the person acting in concert, have pledged 22170000 shares, accounting for 70.57% of their shares and 13.40% of the total share capital of the company.
The introduction of Mianyang Haoxiang, an enterprise subordinate to the state owned assets supervision and Administration Commission of Anzhou District, Mianyang City, as the controlling shareholder is conducive to optimizing the company’s equity structure, forming an all-round interaction in industrial development, market resources, financial support and business coordination, giving full play to the mechanism advantages of the integrated development of state-owned and private enterprises, introducing more strategic and business resources for the company, and further strengthening the core competitive advantages of the main business of listed companies, Promote the company’s comprehensive competitiveness and sustainable development.
Based on the demand of this share transfer and in accordance with the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties and other relevant laws and regulations, Ms. Yan huanghong plans to apply for exemption from the above voluntary commitments. 4、 Impact of this exemption commitment on the company
The purpose of applying for exemption from voluntary commitment this time is to bail out the actual controller and introduce new investors to realize the transfer of corporate control. When the company introduces new investors, the controlling shareholders and actual controllers of the company will change, which will help to optimize the equity structure of the company and will not damage the interests of the company and other shareholders.
The provisions of the law of the people’s Republic of China on the administration of voluntary commitments of listed companies and the measures for the administration of voluntary commitments of listed companies and other regulatory documents of listed companies are inconsistent with the provisions of the law of the people’s Republic of China on securities exchange No. 4. This exemption will not adversely affect the future development of the listed company, will not damage the legitimate rights and interests of minority shareholders, and is conducive to the long-term development of the company. 5、 Opinions of the board of directors
The board of directors held that the application of Yan huanghong, the shareholder of the company, for exemption from the voluntary share restriction commitment was in line with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties and the stock listing rules of Shanghai Stock Exchange. During the deliberation of the proposal, the related directors avoided voting, and the deliberation and decision-making procedures of the matter were in line with the relevant laws and regulations and the articles of association, There are no circumstances damaging the interests of the company and other minority shareholders. Therefore, the board of directors of the company agreed to exempt the voluntary commitment and submitted it to the general meeting of shareholders for deliberation. 6、 Opinions of independent directors
The independent directors of the company believe that the exemption of this matter is to optimize the shareholder structure of the company, provide new impetus for the development of the company and promote the sustainable and long-term development of the company. Yan huanghong, the shareholder of the company, applied for exemption from the voluntary share restriction commitment based on objective factors and in line with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and there is no damage to the interests of the company and other shareholders, When the board of directors of the company considered the proposal, the related directors withdrew from voting. Therefore, we agree to exempt the company from fulfilling its commitments this time and submit it to the general meeting of shareholders for deliberation. 7、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the exemption of the shareholder Yan huanghong’s voluntary share restriction commitment is in line with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties; The submission, deliberation and decision-making procedures of this voluntary commitment exemption proposal comply with the relevant provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the articles of association, and there is no harm to the interests of the company and all shareholders. We agree to this voluntary commitment exemption and agree to submit it to the general meeting of shareholders for deliberation, and promise that the relevant parties and their affiliates shall avoid voting.
It is hereby announced.
Suzhou Medicalsystem Technology Co.Ltd(603990) board of directors may 24, 2022
