Weigao Orthopedics: Announcement of the resolution of the 11th meeting of the third board of supervisors of Shandong Weigao Orthopedic Materials Co., Ltd
DATE:  Mar 27 2025

Securities code: 688161 Securities abbreviation: Weigao Orthopedics Announcement No.: 2025-006

Shandong Weigao Orthopedic Materials Co., Ltd

Announcement on the resolution of the 11th meeting of the third board of supervisors

The Board of Supervisors and all supervisors of the Company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

1. The convening of the board of supervisors

Shandong Weigao Orthopedic Materials Co., Ltd. (hereinafter referred to as the "Company") held the 11th meeting of the third board of supervisors

The meeting will be held in person on March 25, 2025. The notice of the meeting of the board of supervisors and the meeting materials have been received

Issued on March 13, 2025 to all supervisors of the company. The meeting was chaired by Ms. Chen Rouzi, Chairman of the Board of Supervisors.

3 supervisors should attend the meeting, and 3 supervisors actually attended. The convening and convening procedures of the meeting are in accordance with the relevant provisions of the Company Law of the People's Republic of China and other laws, regulations, departmental rules and the Articles of Association of Shandong Weigao Orthopaedic Materials Co., Ltd. (hereinafter referred to as the "Articles of Association"), and the resolutions of the meeting are legal and valid.

2. Deliberations of the Board of Supervisors

1. Reviewed and approved the "Proposal on < the > of the Work Report of the Board of Supervisors in 2024"

In 2024, the Board of Supervisors will strictly comply with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (revised in April 2024), and the Shanghai Stock Exchange

Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 1 – Standardized Operation (Revised in December 2023)

and other laws and regulations and the relevant provisions of the Articles of Association, conscientiously perform the duties of the board of supervisors, actively carry out relevant work, supervise the company's operation in accordance with the law and the performance of duties by the company's directors and senior managers, safeguard the legitimate rights and interests of the company and shareholders, and promote the standardized operation of the company.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

2. Reviewed and approved the "Proposal on the > of the Company's < 2024 Annual Financial Accounts Report"

3. Reviewed and approved the "Proposal on the Company's 2024 Profit Distribution Plan"

The Board of Supervisors of the Company believes that the Company's 2024 annual profit distribution plan complies with relevant laws and regulations and the Articles of Association, fulfills the corresponding decision-making procedures, and fully considers various factors such as the Company's profitability, cash flow status and capital needs, and does not harm the interests of small and medium-sized shareholders, conforms to the Company's operating status, and is conducive to the sustainable, stable and healthy development of the Company.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

For details, please refer to the "Announcement on the Company's 2024 Profit Distribution Plan" (Announcement No.: 2025-008) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

4. Reviewed and approved the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Carry out Interim Dividends in 2025"

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

5. Reviewed and approved the "Proposal on the Realization of the Performance Commitment of Shandong Weigao Xinsheng Medical Device Co., Ltd. in 2024"

The board of supervisors of the company believes that the 2024 annual performance commitment of Shandong Weigao Xinsheng Medical Device Co., Ltd. has been realized, and the decision-making procedures for the realization of the company's performance commitment are legal and compliant, and there is no violation of relevant laws and regulations.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the "Announcement on the Realization of Shandong Weigao Xinsheng Medical Device Co., Ltd.'s 2024 Performance Commitment" (Announcement No.: 2025-011) disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

6. Reviewed and approved the "Proposal on the Special Report on the Deposit and Actual Use of the Company's < Raised Funds in 2024>

The board of supervisors of the company believes that the special report on the deposit and actual use of the company's raised funds in 2024

In all material respects, it complies with the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (Revised in 2022) and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange

No. 1 – Standardized Operations (Revised December 2023) and related format guidelines, and in all

Material aspects truthfully reflect the company's 2024 annual deposit and actual use of the raised funds. The specific use of the company's raised funds is consistent with the company's disclosure, and there is no harm to the interests of the company and all shareholders, so it is agreed to pass the review.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the "Special Report on the Deposit and Actual Use of the Company's Raised Funds in 2024" (Announcement No.: 2025-010) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

7. Reviewed and approved the "Proposal on the Re-demonstration and Postponement of Part of the Investment Projects of Raised Investment Funds"

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the "Proposal on the Re-demonstration and Postponement of Investment Projects of Part of the Raised Investment Funds" (Announcement Change: 2025-014) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn)

8. Reviewed and approved the "Proposal on the Company's 2024 Internal Control Evaluation Report"

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the "2024 Internal Control Evaluation Report" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

9. Reviewed and approved the "Proposal on the > and Summary of the Company's < 2024 Annual Report"

The Board of Supervisors of the Company believes that the preparation and review procedures of the Company's 2024 Annual Report and its summary comply with the provisions of laws, regulations, the Articles of Association and the Company's internal management system; The content and format of the Company's 2024 Annual Report and its summary comply with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and can fairly reflect the Company's financial position and operating results during the reporting period. The Board of Supervisors and all supervisors guarantee that the information disclosed in the Company's 2024 Annual Report and its summary is true, accurate and complete, and that there are no false records, misleading statements or material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the "2024 Annual Report" and its summary disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

10. Reviewed and approved the "Proposal on Expected Daily Related Party Transactions of the Company in 2025"

The Board of Supervisors of the Company believes that the expected daily related party transactions in 2025 are the sale of products, the provision of labor services, the purchase of products, the acceptance of labor services and services, etc., which are in line with the actual situation of the Company's daily production and operation, the related party transactions follow the principles of market fairness, openness and fairness, the pricing of related party transactions is fair, does not affect the independence of the Company, and there is no harm to the interests of the Company and shareholders, especially the interests of small and medium-sized shareholders. In addition, the affiliated directors have recused themselves from voting on the board of directors in accordance with the regulations, and the decision-making procedures are in accordance with the provisions of the company's articles of association and relevant laws and regulations.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

For details, please refer to the "Announcement on the Company's 2025 Estimated Daily Connected Transactions" (Announcement No.: 2025-007) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

11. Reviewed and approved the "Proposal on the Remuneration of Supervisors of the Company in 2025"

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

For details, please refer to the "Announcement on the Remuneration Plan of the Company's Directors, Supervisors and Senior Managers in 2025" (Announcement No.: 2025-012) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

12. Reviewed and approved the "Proposal on the > and Summary of the Company's < 2025 Restricted Stock Incentive Plan (Draft)"

The contents of the Company's 2025 Restricted Stock Incentive Plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as 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 Equity Incentives of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Plans. The implementation of this incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

For details, please refer to the "2025 Restricted Stock Incentive Plan (Draft) of Shandong Weigao Orthopedic Materials Co., Ltd. (Draft)" and the "Summary Announcement of the 2025 Restricted Stock Incentive Plan (Draft) of Shandong Weigao Orthopaedic Materials Co., Ltd." (Announcement No.: 2025-015) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

13. Reviewed and approved the "Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Company's < 2025 Restricted Stock Incentive Plan"

The Company's Measures for the Assessment and Management of the Implementation of the 2025 Restricted Stock Incentive Plan complies with the provisions of relevant laws and regulations and the actual situation of the Company, provides guarantee for the smooth implementation of the Company's 2025 Restricted Stock Incentive Plan, helps the Company establish a reasonable and balanced value distribution system, fully stimulates the vitality of employees, promotes the steady development of the Company, and does not harm the interests of the Company and all shareholders.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

This proposal still needs to be submitted to the general meeting of shareholders for deliberation.

For details, please refer to the "Measures for the Implementation of the Assessment and Management Measures for the Implementation of the 2025 Restricted Stock Incentive Plan of Shandong Weigao Orthopedic Materials Co., Ltd." disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

14. Reviewed and approved the "Proposal on Verifying the > of the List of Incentive Recipients Granted for the First Time in the Company's < 2025 Restricted Stock Incentive Plan"

The Board of Supervisors reviewed the Company's "List of Incentive Recipients Granted for the First Time in the 2025 Restricted Stock Incentive Plan" and held that:

(1) The incentive object to be granted for the first time in this incentive plan has the qualifications stipulated in the Company Law of the People's Republic of China and other laws, regulations and normative documents and the Articles of Association.

(2) The incentive object to be granted for the first time does not have the circumstances stipulated in Article 8 of the Administrative Measures for Equity Incentives of Listed Companies that shall not become the incentive object: (1) the incentive object has been identified as an unsuitable person by the stock exchange within the last 12 months; (2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months; (3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or taken by the China Securities Regulatory Commission for major violations of laws and regulations

(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company; (6) Other circumstances determined by the China Securities Regulatory Commission.

(3) The incentive recipients granted for the first time do not include independent directors, supervisors, foreign employees, shareholders who hold more than 5% of the shares of the listed company individually or collectively, the actual controller of the listed company and their spouses, parents and children.

In summary, the incentive objects granted for the first time this time all meet the conditions for incentive objects stipulated in the Administrative Measures for Equity Incentives of Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the scope of incentive objects stipulated in the Company's 2025 Restricted Stock Incentive Plan (Draft), and their qualifications as the incentive objects of the Company's restricted stock incentive plan are legal and valid.

The company will internally publicize the names and positions of the incentive recipients before convening the general meeting of shareholders for a period of not less than 10 days. The Board of Supervisors will disclose the review opinions on the list of incentive recipients and the explanation of its publicity 5 days before the shareholders' meeting deliberates on the equity incentive plan.

The result of the vote: 3 votes in favor, 0 votes against and 0 abstentions.

The announcement is hereby made.

Shandong Weigao Orthopedic Materials Co., Ltd. Board of Supervisors

March 27, 2025

Follow Yicai Global on

star50stocks

Ticker Name

Percentage Change

Inclusion Date