Securities Code: 688029 Securities Abbreviations: Nanwei Medicine
Nanwei Medical Technology Co., Ltd.
Information on the Third Extraordinary General Meeting of Shareholders in 2021
12/2021
Third Extraordinary General Meeting of Shareholders in 2021
Directory
Notes for the Third Extraordinary General Meeting of Shareholders in 2021 ...... 3
Agenda for the Third Extraordinary General Meeting of Shareholders in 2021 ...... 5
Proposal for the Third Extraordinary General Meeting of Shareholders in 2021 ...... 7
Proposal 1 "Proposal on Estimating Daily Related Party Transactions of the Company in 2022"... 7
Proposal 2 "Proposal on Changing the Company's Business Scope and Amending the Company's Articles of Association" ...... 9
Nanwei Medical Technology Co., Ltd.
Notes for the Third Extraordinary General Meeting of Shareholders in 2021
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the Rules of the General Meeting of Shareholders of Listed Companies and the Articles of Association of Nanwei Medical Technology Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of Nanwei Medical Technology Co., Ltd, nanwei Medical Technology Co., Ltd. (hereinafter referred to as "the Company") has specially formulated the instructions for this shareholders' meeting:
1. In order to confirm the attendance qualifications of the shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct necessary checks on the identities of the attendees, and the checked persons are requested to cooperate.
2. In order to ensure the seriousness and normal order of this meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders attending the meeting or their agents or other attendees are requested to arrive at the meeting on time to sign in to confirm their qualifications. After the start of the meeting, the registration of the meeting shall be terminated, and the presiding officer of the meeting shall announce the number of shareholders and agents present at the meeting and the number of voting rights held.
The 3. meeting shall consider and vote on the proposals in the order listed in the notice of the meeting.
4. shareholders and their proxies to participate in the general meeting of shareholders shall have the right to speak, question and vote in accordance with the law. Shareholders and their agents shall conscientiously perform their legal obligations when participating in the general meeting of shareholders, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5. shareholders and shareholders' agents request to speak at the on-site meeting of the shareholders' meeting, they shall register with the meeting group of the shareholders' meeting one day before the shareholders' meeting. The presiding officer of the General Assembly arranges statements according to the list and sequence provided by the Conference Affairs Group.
Shareholders and their proxies who ask questions on the spot shall raise their hands in accordance with the agenda of the meeting and ask questions with the permission of the presiding officer of the meeting. When multiple shareholders and shareholder proxies ask for questions at the same time, the first one to raise his hand will ask questions first; when the order cannot be determined, the host will designate the questioner.
During the meeting, only shareholders and shareholders' agents will be accepted to speak or ask questions. Statements or questions should be made around the topics of this meeting, concise and to the point, and the time should not exceed 5 minutes. The name of the shareholder and the total number of shares held should be stated when speaking or asking questions. Each shareholder and shareholder's agent shall speak or ask questions no more than 2 times.
When 6. shareholders and shareholders' agents request to speak or ask questions, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and shareholders' agents. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If the shareholders and their agents violate the above provisions, the presiding officer of the meeting shall have the right to refuse or stop them.
The host of the 7. may arrange for the company's directors, supervisors, senior managers and candidates for directors and supervisors to answer questions raised by shareholders. The moderator or a person designated by the moderator has the right to refuse to answer questions that may disclose the company's trade secrets and/or inside information to the detriment of the common interests of the company and shareholders.
Shareholders and their proxies 8. present at the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain from voting. Shareholders present at the scene must sign the name or name of the shareholder on the voting ticket. Unfilled, incorrectly filled, unrecognizable voting votes, and uncast voting votes shall be deemed to be waived by the voter, and the voting result of the shares held by the voter shall be counted as "waiver".
The on-site meeting of the general meeting of shareholders of the 9. elected 1 shareholder representative, 1 supervisor as the tellers, and 1 shareholder on behalf of the shareholders.
Table, 1 lawyer is the scrutineer, responsible for the statistics and supervision of the voting situation, and sign the voting results of the bill.
10. this general meeting of shareholders adopts a combination of on-site voting and online voting, and publishes a resolution announcement of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
11. In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the meeting in accordance with the law, except for the shareholders and their proxies, company directors, supervisors, senior executives, hired lawyers and personnel invited by the board of directors. venue.
12. This meeting was witnessed on the spot by the practicing lawyers of the law firm hired by the company and issued legal opinions.
Thirteen, during the meeting participants should pay attention to maintain the order of the venue, do not walk around at will, mobile phones adjusted to mute state, during the meeting declined personal audio, video and photography, participants should leave the venue after the end of the conference for no special reason. The staff of the meeting have the right to stop acts that interfere with the normal procedures of the meeting, stir up trouble or infringe upon the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
14. The company does not issue gifts to shareholders participating in the general meeting of shareholders, and is not responsible for arranging accommodation for shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally.
15. For details of the registration method and voting method of this shareholders' meeting, please refer to the Company's December 2021.
The Notice on Convening the Third Extraordinary General Meeting of Shareholders in 2021 (Announcement No. 2021-059) was disclosed on the website of the Shanghai Stock Exchange on the 14th.
16. Special reminder: During the prevention and control of the new coronary pneumonia epidemic, the Company recommends that all shareholders vote through the Internet.
type participation. According to the current epidemic situation and prevention and control policies in Nanjing, there is a history of living in high-risk areas abroad and in China within 28 days before the meeting. Su Kangma is red or yellow, and people with fever symptoms are not allowed to attend the on-site meeting. Those who have close contact with people under home isolation on the first 14 days are not allowed to attend the on-site meeting. For other personnel who really need on-site participation, hold a negative nucleic acid test report within 48 hours to attend the on-site meeting, and ensure that my body temperature is normal and there are no symptoms such as respiratory discomfort. I must wear masks and other protective equipment on the day of attending the meeting to do a good job of personal protection. On the day of the meeting, the company will carry out body temperature measurement and nucleic acid test report, "Su Kang code" and "travel code" inspection and registration for the participants according to the epidemic prevention and control requirements. Please cooperate.
Nanwei Medical Technology Co., Ltd.
Agenda of the Third Extraordinary General Meeting of Shareholders in 2021
1. meeting time, place and voting method
1. On-site meeting time: 14: 30 on December 30, 2021
2. On-site meeting place: Company Conference Room, No.10 Gaoke 3rd Road, Jiangbei New District, Nanjing City
3. Convenor of the meeting: Board of Directors of Nanwei Medical Technology Co., Ltd.
4. Moderator: Mr. Long Xiaohui, Chairman
5. Online voting system, start and end dates and voting time:
Online Voting System: Shanghai Stock Exchange Shareholders' Meeting Online Voting System
Starting and ending time of online voting: from December 30, 2021 to December 30, 2021
Using the online voting system of Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time period on the day of the shareholders' meeting, namely 9:15-9:25,9:30-11:30,13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.
Agenda of the 2. meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches.
The chairman of the (II) announced the opening of the meeting and reported to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held.
The host of the (III) reads out the instructions for the general meeting of shareholders.
(IV) recommend vote counting and scrutinizing members
Proposal of (V) Review Meeting
Name of motion
1 Proposal on the Company's Forecast of Daily Related Transactions in 2022
2 "Proposal on Changing the Company's Business Scope and Amending the Company's Articles of Association"
Statements and Questions by Shareholders and Their Agents at the Meeting of the (VI)
(VII) participating shareholders and shareholders' proxies vote on the proposal
(VIII) adjournment (statistical voting results)
The (IX) resumed the meeting and announced the voting results of the meeting and the passage of the bill.
The host of the (X) read out the resolution of the general meeting of shareholders.
(11) Witness the lawyer to read the legal opinion
(xii) Signing of meeting documents
(xiii) End of the meeting
Motion 1:
Proposal on the Company's Forecast of Daily Related Transactions in 2022
Shareholders and representatives of shareholders:
Combined with the Company's daily connected transactions in 2021 and the Company's operating budget for 2022,
The Company has estimated the amount of daily related transactions in 2022, as follows:
It is expected that in 2022 the Company will cooperate with the related party Jiangsu Kanghong Medical Technology Co., Ltd. ("Jiangsu Kanghong"),
Anhui Kangwei Medical Technology Co., Ltd. ("Anhui Kangwei") has daily related transactions, including the purchase of springs.
The procurement of raw materials for the production of pipes, injection molded parts and other raw materials for the production of commodity business and the production of production parts such as the processing of the clamp head assembly.
Purchase of labor services. The above transactions will be settled at fair market prices, and the amount of related transactions that occurred in 2022 is expected to be
No more than 0.185 billion yuan, accounting for no more than 21.02% of similar businesses.
The relevant transaction price follows the principle of fair pricing, according to the specifications, models, standards and other aspects of the specific product.
It is negotiated and determined in conjunction with market price conditions.
Related Party Name Estimated Related Transaction Volume in 2022
Call the transaction category
Declare related transaction volume/RMB as a percentage of similar business.
Purchased goods (spring tube, 140,000,000 17%
injection molded parts, etc.)
Jiangsu Kanghong
Procurement of labor services (pliers head assembly 5,000,000 0.01%
processing, etc.)
Purchased goods (spring tube, 32,000,000 4.00%
injection molded parts, etc.)
Anhui Kangwei
Procurement of labor services (pliers head assembly 8,000,000 0.01%
processing, etc.)
Subtotal185,000,000 21.02%
This proposal has been considered and approved at the sixth meeting of the third board of directors of the company held on December 13, 2021,
For details, please refer to the website of the Shanghai Stock Exchange disclosed by the Company on December 14, 2021.
(www.sse.com.cn) Announcement on Estimated Amount of Daily Related Transactions in 2022 (Announcement No:
2021-055).
This motion is now submitted to the general meeting of shareholders, please shareholders and shareholder representatives for consideration.
Board of Directors of South Micro Medical Technology Co., Ltd.
December 30, 2021
Bill 2:
Proposal on Changing the Business Scope of the Company and Amending the Articles of Association of the Company
Shareholders and shareholder representatives:
According to the actual needs of the company's production and operation, the company plans to increase "sales of sanitary products and disposable medical products" and other related business items on the basis of the original business scope, and the company's "Articles of Association" also plans to be revised accordingly. The details are as follows:
1. change of business scope
Business scope before the change: research and development, production and sales of medical devices (production and operation based on the items listed in the license); Import and export business of products and technologies related to the business of the enterprise (not involving state-owned trade management commodities, but involving quota and license management commodities, apply in accordance with relevant national regulations); disinfection and sterilization services; enterprise management consulting services; lease of self-owned houses and equipment; online sales of medical devices. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments).
The changed business scope: research and development, production and sales of medical devices (production and operation based on the items listed in the license); Sales of sanitary products and disposable medical products; Sales of display devices; Sales of electrical accessories; Sales of electronic products; Sales of mechanical parts and components; Sales of glass instruments; Sales of metal products; Sales of rubber products; Sales of plastic products; Sales of industrial textile products; General equipment repair; Instrument repair; maintenance of electronic and mechanical equipment (excluding special equipment); import and export business of products and technologies related to the business of the enterprise (not involving state-owned trade management commodities, but involving quota and license management commodities, apply in accordance with relevant national regulations); disinfection and sterilization services; enterprise management consulting services; leasing of self-owned houses and equipment; online sales of medical devices. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments).
2. amendments to the Articles of Association of the Company
In the light of the above changes, it is proposed to amend the relevant provisions of the Articles of Association of the Company as follows:
Before revision After revision
Article 13 Upon registration in accordance with the law, the company's Article 13 Upon registration in accordance with the law, the company's
The scope of business is: the scope of research and development, production and sales of medical devices is: research and development, production and sales of medical devices (production and operation according to the items listed in the license); Sales (production and operation according to the items listed in the license); Import and export of products and technologies related to the enterprise's business and sales of disposable medical supplies; Show business (not involving state-owned trade management commodities, involving sales of display devices; sales of electrical accessories; Electronic products quota, license management goods, according to the relevant sales of the state; Sales of mechanical parts and components; Application for glass instrument regulations); Disinfection and sterilization services; Sales of enterprise devices; Sales of metal products; Sales of rubber products
Management consulting services; leasing of own houses and equipment; sales; sales of plastic products; online sales of medical devices for industrial textile products. (Sales subject to approval in accordance with the law; General equipment repair; Instrument repair; Project, approved by relevant departments before operating electronic and mechanical equipment maintenance (excluding special equipment
activities)); products and technologies related to the business of the enterprise
Import and export business (not involving state-owned trade managers.
Products, involving quota, license management goods, according.
Relevant national regulations for application); Disinfection and sterilization clothing
business; business management consulting services; own houses and facilities.
Leasing of equipment; online sales of medical devices. (required by law
Approved projects, approved by the relevant departments before
carry out business activities)
In addition to the above amendments, other provisions of the company's "Articles of Association" remain unchanged. The above changes are ultimately subject to the content approved by the industrial and commercial registration authority. The board of directors also requests the general meeting of shareholders to authorize the management to handle subsequent industrial and commercial change registration.
Appropriate. The above proposal has been approved by the company at the sixth meeting of the third board of directors held on December 13, 2021.
However, it is hereby submitted to the general meeting of shareholders for consideration. This motion is a special resolution and shall be passed by more than 2/3 of the voting rights of the shareholders present at the meeting.
Board of Directors of South Micro Medical Technology Co., Ltd.
December 30, 2021
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