Securities code: 300760 securities abbreviation: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Announcement No.: 2022-003 Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Announcement on resolutions of the 15th meeting of the 7th 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 15th meeting of the 7th board of directors of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) (hereinafter referred to as “the company”) was held at 14:30 p.m. on January 19, 2022 in conference room 3508 of Mindray headquarters building by means of on-site and communication voting. The meeting notice was sent to all directors by e-mail on January 16, 2022.
The meeting was presided over by Mr. Li Xiting, chairman of the company. The number of directors who should attend the meeting is 9, and the actual number of directors attending the meeting is 9, including Xu hang, Xi Hao, Wu Qiyao, Yao Hui and Liang Huming. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1. The proposal on and its summary was considered and adopted
In order to further improve the corporate governance structure, establish and improve the long-term and effective incentive and restraint mechanism, and improve the cohesion of employees and the core competitiveness of the company, the employee stock ownership plan (Draft) for Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 and its summary are formulated in accordance with the provisions and requirements of relevant laws and regulations and in combination with the actual situation of the company.
The board of supervisors has issued audit opinions on the above matters. Independent directors have expressed clear consent on the above matters. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Relevant announcements.
Voting results: 9 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. The proposal on
In order to standardize the implementation of the company’s ESOP, the company has formulated the measures for the administration of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 ESOP in accordance with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law, the guidance on the pilot implementation of ESOP by listed companies issued by the CSRC.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Relevant announcements.
Voting results: 9 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. The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company’s employee stock ownership plan was deliberated and adopted
In order to ensure the smooth implementation of the company’s employee stock ownership plan, in accordance with the company law, securities law and other laws and regulations and the articles of association, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle specific matters related to the employee stock ownership plan within the scope specified in relevant laws, regulations and normative documents, including but not limited to the following matters:
(1) Authorize the board of directors to handle the establishment, change and termination of the employee stock ownership plan;
(2) Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
(3) Authorize the board of directors to handle all matters concerning the transfer, registration, locking and unlocking of the shares purchased under the employee stock ownership plan;
(4) Authorize the board of directors to explain the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan (Draft) and the measures for the administration of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan;
(5) If relevant laws, regulations and policies are adjusted, authorize the board of directors to modify and improve the ESOP accordingly according to the adjustment;
(6) Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
Voting results: 9 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. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on February 10, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day on the gem information disclosure website designated by the CSRC Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 15th meeting of the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 7th board of directors;
2. Independent opinions of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) independent directors on matters related to the 15th meeting of the seventh board of directors.
It is hereby announced.
Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) board of directors January 19, 2022
