Securities code: Suzhou Medicalsystem Technology Co.Ltd(603990) securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) Announcement No.: 2022025 Suzhou Medicalsystem Technology Co.Ltd(603990)
Announcement on the resolution of the 27th meeting of the third board of directors
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. 1、 Meetings of the board of directors
The 27th meeting of the third board of directors of Suzhou Medicalsystem Technology Co.Ltd(603990) (hereinafter referred to as “the company”) was held on May 23, 2022 in the conference room on the 4th floor of Suzhou Medicalsystem Technology Co.Ltd(603990) company, No. 222, Guijia lane, Suzhou Industrial Park in the way of on-site combined with communication voting. The notice of the board meeting was sent by mail on May 22, 2022. The meeting was convened and presided over by Mr. Weng Kang, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and method of the meeting comply with the company law of the people’s Republic of China, the Suzhou Medicalsystem Technology Co.Ltd(603990) articles of association and other relevant provisions, and the resolutions formed are legal and effective. 2、 Deliberations of the board meeting
The following proposals were deliberated and passed at the meeting: (I) the proposal on the company’s compliance with the conditions for non-public development of A-Shares was deliberated and passed
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, the board of directors of the company conducted self-examination on the actual operation and related matters of the company item by item, and considered that the company met the conditions for non-public issuance of domestic listed RMB common shares (A shares) to specific objects.
The independent directors of the company have expressed their independent opinions and prior approval opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting
Voting results: 4 in favor, 0 against and 0 abstention.
The board of directors deliberated the following contents item by item in approving the company’s proposal of non-public offering of A-Shares in 2022. The company’s affiliated directors Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the following proposals:
1. Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Issuing method and time
This offering adopts the method of non-public offering of shares to specific objects, and selects an appropriate time to issue shares to specific objects within the validity period approved by the CSRC.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Issuing object and subscription method
The issuing object of the non-public offering is Mianyang Haoxiang Holding Co., Ltd. (hereinafter referred to as “Haoxiang holding”), and the issuing object subscribes for the non-public offering in cash.
Voting results: 4 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. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 27th meeting of the third board of directors of the company (i.e. May 24, 2022).
The price of this non-public offering is 80% of the average trading price of the company’s shares 20 trading days before the pricing base date, and is not lower than the net assets per share attributable to the owner of the parent company in the audited consolidated statements of the company at the end of the latest year as of the pricing base date.
The average trading price of the company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares 20 trading days before the pricing benchmark date. If the company’s share price is adjusted due to ex right and ex interest matters such as dividend distribution, bonus shares, capital reserve conversion to share capital or share allotment within 20 trading days before the pricing benchmark date, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment. If the company has ex right and ex interest matters such as dividend distribution, bonus shares, allotment of shares, conversion of capital reserve into share capital and so on from the balance sheet date of the audited financial report at the end of the latest year to the benchmark date of pricing, the above-mentioned net asset value per share will be adjusted accordingly.
If the price of the non-public offering, ex dividend and allotment of shares is adjusted on the benchmark date of the company’s share capital, such as the date of the issuance, ex dividend and distribution of shares, it will be sent to the corresponding date of the company’s share capital.
According to the above pricing principles, the price of the company’s non-public offering is 14.44 yuan / share.
On May 20, 2022, the company’s 2021 annual general meeting of shareholders deliberated and approved the proposal on the company’s 2021 profit distribution and capital reserve conversion to share capital, and decided to take the total share capital registered on the date of equity distribution minus the share capital in the special repurchase account as the base, and plan to convert the capital reserve to all shareholders by 3 shares for every 10 shares.
If the scheme of profit distribution and conversion of capital reserve into share capital in 2021 is completed, the price of this non-public offering will be adjusted to 11.11 yuan / share.
From the pricing base date to the issuance date, if the relevant laws, regulations and normative documents or the regulatory review policy of the CSRC on the non-public offering of A-Shares make policy adjustments on the issue price, pricing method and other matters, then the matters related to the non-public offering shall be implemented in accordance with these requirements.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Number of issues
The number of shares in this non-public offering does not exceed 16546349, and the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering, which is in line with the relevant provisions of the question and answer on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (revised in 2020) of the CSRC. If the company’s shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares in this non-public offering will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC.
Voting results: 4 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. Restricted period
After the completion of this non-public offering of shares, Haoxiang holdings subscribes for the shares of this non-public offering of the company, which shall not be transferred within 18 months from the end of this non-public offering.
If the relevant laws, regulations and rules have other provisions on the sales restriction period of the shares subscribed by the issuing object, such provisions shall prevail.
The shares derived from the shares obtained by the issuing object based on this non-public offering due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Amount and purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed RMB 23892927956. After deducting the issuance expenses, the net amount shall be used to supplement working capital and repay interest bearing loans.
Voting results: 4 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. Listing location
After the expiration of the sales restriction, the shares of this non-public offering will apply for listing on the Shanghai Stock Exchange.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. Arrangement of accumulated undistributed profits before the completion of this offering
The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders after the offering according to the shareholding ratio.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. Term of validity of the resolution on the issuance of shares
The validity period of the resolution on non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders. If there are new provisions on non-public offering of shares in national laws and regulations, the company will adjust this offering according to the new provisions.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (III) the proposal on the company’s plan for non-public development of A-Shares in 2022 was deliberated and adopted
For details, see the company’s 2022 plan for non-public development of A-Shares disclosed on the same day.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (IV) the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved
For details, see the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 disclosed by the company on the same day.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (V) deliberated and passed the proposal on the special report on the use of the company’s previously raised funds
In accordance with the relevant requirements of the measures for the administration of securities issuance of listed companies and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), the company has prepared the special report on the use of Suzhou Medicalsystem Technology Co.Ltd(603990) previously raised funds, and Zhonghui certified public accountants office (special general partnership) has issued an authentication report on the report.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (VI) the proposal on the signing of conditional effective share subscription agreement and related party transactions between the company and specific objects was deliberated and adopted
The company has signed a conditional share subscription agreement with Haoxiang holdings, the subscription object of this offering, and plans to subscribe for 16546349 non-public shares of the company in cash, accounting for 9.09% of the total share capital after issuance. On the same day, Haoxiang holdings signed the share transfer agreement with the company’s shareholders Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong. According to the agreement, Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong plan to transfer their total 12631936 shares (accounting for 7.63% of the total share capital of the company before this issuance) to Haoxiang holdings.
Assuming that based on the number of 16546349 shares issued this time, Haoxiang holding will hold 29165869 shares of the listed company after the issuance and the transfer of shares, with a shareholding ratio of 16.03%, the controlling shareholder of the listed company will be changed to Haoxiang holding, and the actual controller will be changed to the state owned assets supervision and Administration Office of Anzhou District, Mianyang City (hereinafter referred to as “state owned assets supervision and Administration Commission of Anzhou District, Mianyang City”).
Therefore, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange (revised in December 2020), Haoxiang holding is a related party of the company, and Haoxiang holding’s participation in the subscription of this non-public offering constitutes a related party transaction with the company.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (VII) the proposal on diluting the immediate return, filling measures and commitments of relevant subjects of the company’s non-public development of A-share shares was deliberated and adopted
For details, please refer to the announcement on diluted immediate return, filling measures and commitments of relevant subjects of non-public development banks’ A-share shares disclosed by the company on the same day.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
Mr. Weng Kang, Mr. Fu Hong and Mr. Chen Ning, affiliated directors of the company, withdrew from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (VIII) the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of this non-public offering of shares was deliberated and adopted
In order to ensure the smooth progress of matters related to the non-public offering of shares, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, as well as the relevant provisions of the articles of association, the general meeting of shareholders is requested to authorize the board of directors to handle all matters related to the non-public offering.
The authorization shall be valid within 12 months from the date of deliberation and approval of the proposal by the general meeting of shareholders of the company. If the company has obtained the approval document of the CSRC on the non-public offering within the above validity period, the above validity period shall be automatically extended to the end of the non-public offering
