Home Nanjing Wismed Medical Technology Co., Ltd. Announces Initial Grant of Restricted Shares to Incentive Recipients

Nanjing Wismed Medical Technology Co., Ltd. Announces Initial Grant of Restricted Shares to Incentive Recipients

Mar 16, 2021 05:05 CST Updated 05:05
VISHEE

Developer, Manufacturer, and Distributor of Rehabilitation Medical Devices

Original Title: NanjingVISHEEAnnouncement of Nanjing Vishee Medical Technology Co., Ltd. on the Initial Grant of Restricted Shares to Incentive Recipients

Stock Code: 688580 Stock Abbreviation: VISHEE Announcement No.: 2021-012

Nanjing Vishee Medical Technology Co., Ltd.

Announcement on the Initial Grant of Restricted Shares to Incentive Recipients

The Board of Directors and all directors of the Company hereby guarantee that there are no false records, misleading statements, or material omissions in the contents of this announcement, and they shall bear legal liability for the truthfulness, accuracy, and completeness of the contents in accordance with the law.

Important Notice:

● Initial grant date of restricted shares: March 15, 2021

● Initial grant quantity of restricted shares: 858,500 shares, accounting for 1.26% of the company’s current total share capital of 68,346,667 shares

● Equity Incentive Method: Class II Restricted Stocks

Nanjing Vishee Medical Technology Co., Ltd. (hereinafter referred to as the “Company”) has fulfilled the grant conditions for restricted shares under its 2021 Restricted Share Incentive Plan (Draft) (hereinafter referred to as the “Incentive Plan (Draft)” or “this Incentive Plan”). Pursuant to the authorization granted by the Company’s First Extraordinary General Meeting of Shareholders in 2021, the Company convened the 15th Meeting of the Second Board of Directors and the 13th Meeting of the Second Supervisory Board on March 15, 2021, at which the Proposal on the Initial Grant of Restricted Shares to Incentive Recipients was reviewed and approved. The date of initial grant under this Incentive Plan was determined to be March 15, 2021, with a grant price of RMB 40.00 per share, pursuant to which an aggregate of 858,500 restricted shares were granted to 100 incentive recipients. The relevant matters are hereby explained as follows:

I. Restricted Stock Grant Details

(I) Decision-making procedures fulfilled and information disclosure status regarding the current grant of restricted shares

1. On January 25, 2021, the Company convened the 14th Meeting of the Second Board of Directors, at which the meeting reviewed and approved proposals including the “Proposal on the ‘Company’s 2021 Restricted Stock Incentive Plan (Draft)’ and Its Summary,” the “Proposal on the ‘Administrative Measures for Implementation Assessment of the Company’s 2021 Restricted Stock Incentive Plan,’” and the “Proposal on Requesting the Shareholders’ General Meeting to Authorize the Board of Directors to Handle Matters Related to Equity Incentives.” The independent directors of the Company issued independent opinions on the proposals related to this incentive plan.

On the same day, the Company convened the Twelfth Meeting of the Second Supervisory Board. The meeting reviewed and approved the Proposal on the “Draft 2021 Restricted Stock Incentive Plan of the Company” and its summary, the Proposal on the “Assessment and Management Measures for the Implementation of the 2021 Restricted Stock Incentive Plan of the Company”, and the Proposal on the Verification of the “List of Initial Grantees under the 2021 Restricted Stock Incentive Plan of the Company”. The Supervisory Board verified the relevant matters concerning this incentive plan and issued corresponding verification opinions.

2. On January 26, 2021, the Company disclosed the “Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors” (Announcement No.: 2021-006) on the website of the Shanghai Stock Exchange (www.sse.com.cn). Entrusted by the other independent directors of the Company, Mr. Mei Dong, an independent director, acting as the solicitor, solicited proxy voting rights from all shareholders of the Company with respect to the proposals related to equity incentives to be deliberated at the First Extraordinary General Meeting of Shareholders of 2021 held on February 23, 2021.

3. From January 26, 2021 to February 4, 2021, the Company publicly disclosed the names and positions of the proposed recipients under this Incentive Plan within the Company. During the public disclosure period, the Supervisory Committee of the Company did not receive any objections from employees regarding the list of proposed recipients under this Incentive Plan. On February 5, 2021, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “Supervisory Committee’s Review Opinions and Statement on Public Disclosure Regarding the List of Recipients for the Initial Grant under the Company’s 2021 Restricted Stock Incentive Plan” (Announcement No.: 2021-008).

4. On February 23, 2021, the Company convened its First Extraordinary General Meeting of Shareholders for 2021, at which the following proposals were reviewed and approved: the “Proposal on the <Company’s 2021 Restricted Stock Incentive Plan (Draft)> and Its Summary,” the “Proposal on the <Measures for the Implementation Assessment and Management of the Company’s 2021 Restricted Stock Incentive Plan>,” and the “Proposal on Requesting the Shareholders’ General Meeting to Authorize the Board of Directors to Handle Matters Related to the Equity Incentive.” On February 24, 2021, the Company disclosed the “Self-Inspection Report on the Trading of the Company’s Shares by Insiders with Knowledge of Inside Information Regarding the Company’s 2021 Restricted Stock Incentive Plan” (Announcement No.: 2021-011) on the website of the Shanghai Stock Exchange (www.sse.com.cn).

5. On March 15, 2021, the Company convened the 15th meeting of the second session of its Board of Directors and the 13th meeting of the second session of its Supervisory Board, at which the Proposal on the Initial Grant of Restricted Shares to Incentive Recipients was reviewed and approved. The independent directors of the Company issued independent opinions on the aforementioned proposal, and the Supervisory Board verified the relevant matters and issued its verification opinion.

(II) Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the shareholders’ meeting

The content of this grant is consistent with the relevant provisions of the incentive plan approved by the Company’s First Extraordinary General Meeting of Shareholders in 2021.

(III) The Board of Directors’ Statement on Compliance with Grant Conditions, and the Explicit Opinions Issued by the Independent Directors and the Supervisory Committee

1. Board of Directors’ Statement on Whether the Conditions for the Current Grant Have Been Met

Pursuant to the provisions on grant conditions set forth in the “Incentive Plan (Draft),” the grantees shall simultaneously satisfy the following conditions to be granted restricted shares:

(1) The Company has not experienced any of the following circumstances:

① The financial accounting report for the most recent fiscal year has been issued an audit report with an adverse opinion or a disclaimer of opinion by certified public accountants;

② The internal control over financial reporting for the most recent fiscal year has been issued an adverse opinion or a disclaimer of opinion in the audit report by certified public accountants;

③ Within the most recent 36 months since listing, there have been instances where profit distribution was not carried out in accordance with relevant laws and regulations, the Articles of Association, or public commitments;

④ Cases where equity incentives are prohibited by laws and regulations;

⑤ Other circumstances as determined by the China Securities Regulatory Commission.

(2) The incentive recipients have not experienced any of the following circumstances:

① Having been deemed an unsuitable candidate by the stock exchange within the past 12 months;

② Being identified as an inappropriate candidate by the China Securities Regulatory Commission (CSRC) and its dispatched offices within the last 12 months;

③ Having been subject to administrative penalties or market ban measures imposed by the China Securities Regulatory Commission (CSRC) and its regional offices due to serious violations of laws and regulations within the past 12 months;

④ Having circumstances under the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") that disqualify one from serving as a director or senior management personnel of a company;

⑤ Those who are prohibited by laws and regulations from participating in equity incentives of listed companies;

⑥ Other circumstances as determined by the China Securities Regulatory Commission.

The Board of Directors, after careful verification, has determined that neither the Company nor the incentive recipients have encountered any of the aforementioned circumstances, and there are no other circumstances that would preclude the grant or disqualify individuals from becoming incentive recipients. The conditions for the grant under this Incentive Plan have been satisfied. The Board of Directors has approved March 15, 2021 as the initial grant date for the Company’s Restricted Stock Incentive Plan, and has agreed to grant 858,500 restricted shares to 100 eligible incentive recipients at a grant price of RMB 40.00 per share.

2. Relevant Explanation by the Supervisory Board on Whether the Current Grant Meets the Conditions

(1) The Supervisory Board of the Company has verified whether the grant conditions for the Company’s current incentive plan have been met and holds that:

The Company is not subject to any circumstances prohibited by laws, regulations, and normative documents, including the “Administrative Measures for Equity Incentives of Listed Companies” (hereinafter referred to as the “Administrative Measures”), from implementing an equity incentive plan, and the Company is qualified as an entity to implement such a plan. The recipients of the initial grant under this equity incentive plan possess the qualifications required by the “Company Law” and other relevant laws, regulations, and normative documents; meet the conditions for incentive recipients stipulated in the “Administrative Measures” and the “Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange” (hereinafter referred to as the “Listing Rules”); and fall within the scope of incentive recipients specified in the Company’s “Equity Incentive Plan (Draft)” and its summary. Their eligibility as recipients under the Company’s 2021 Restricted Stock Incentive Plan is legal and valid.

(2) The Supervisory Board of the Company has reviewed the initial grant date of this incentive plan and holds that:

The Company has determined that the initial grant date of this incentive plan complies with the relevant provisions regarding the grant date as stipulated in the Administrative Measures and in the Company’s Incentive Plan (Draft) and its summary.

Therefore, the Supervisory Board approved March 15, 2021 as the initial grant date for the Company’s current restricted stock incentive plan, and agreed to grant 858,500 shares of restricted stock to 100 eligible incentive recipients at a grant price of RMB 40.00 per share.

3. Independent Directors’ Statement on Whether the Conditions for the Current Grant Have Been Met

(1) Pursuant to the authorization granted by the Company’s First Extraordinary General Meeting of Shareholders in 2021, the Board of Directors determined that the initial grant date under the Company’s Equity Incentive Plan shall be March 15, 2021. Such grant date complies with the relevant provisions regarding the grant date as stipulated in the Administrative Measures for Equity Incentives of Listed Companies and other applicable laws and regulations, as well as in the Company’s Equity Incentive Plan (Draft).

(2) No circumstances prohibiting the implementation of the equity incentive plan as stipulated in the “Administrative Measures” and other laws, regulations, and normative documents were identified with respect to the Company; the Company is qualified as a subject to implement the equity incentive plan.

(3) The Company has determined that all recipients of the initial grant of restricted shares qualify under the provisions regarding eligibility for participation in this equity incentive plan as stipulated in the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), other relevant laws and regulations, and the Articles of Association; meet the conditions for incentive recipients prescribed in the Administrative Measures; and fall within the scope of incentive recipients specified in the Equity Incentive Plan (Draft). Their status as recipients of the initial grant under the Company’s 2021 Restricted Share Incentive Plan is lawful and valid.

(4) The Company’s current restricted stock incentive plan is conducive to promoting the Company’s sustainable development and establishing a long-term incentive mechanism for core talent, and does not involve any circumstances that would harm the interests of the Company and all shareholders, particularly minority shareholders.

In summary, the grant conditions stipulated in the Company’s 2021 Restricted Stock Incentive Plan have been fulfilled. The independent directors of the Company agree that the initial grant date of the restricted stock incentive plan is March 15, 2021, and approve the grant of 858,500 restricted shares to 100 eligible incentive recipients at a grant price of RMB 40.00 per share.

(4) Specific Details of the Initial Grant

1. Grant Date: March 15, 2021

2. Number of shares granted: 858,500 shares, representing 1.26% of the company’s current total share capital of 68,346,667 shares.

3. Number of Awardees: 100

4. Grant Price: RMB 40.00 per share

5. Source of Shares: The Company’s RMB-denominated Class A ordinary shares to be issued via private placement to the incentive recipients;

6. Validity Period, Vesting Period, and Vesting Arrangements of the Incentive Plan

(1) The term of this incentive plan shall commence on the date of grant of the restricted shares and expire on the date when all restricted shares granted to the incentive recipients are either vested or forfeited, with a maximum duration not exceeding 48 months.

(2) The restricted shares granted under this incentive plan shall vest in installments at agreed-upon ratios after 12 months from the grant date, provided that the incentive recipients satisfy the corresponding vesting conditions. The vesting date must be a trading day within the validity period of this incentive plan; however, vesting is prohibited during the following periods:

① Within the 30 days prior to the announcement of the company’s periodic reports, if the announcement date is postponed due to special reasons, the period shall be calculated from 30 days before the originally scheduled announcement date up to the day preceding the announcement;

② Within 10 days prior to the announcement of the company’s earnings forecast or preliminary earnings results;

③ From the date on which a major event that may have a significant impact on the trading prices of the Company’s shares and their derivatives occurs, or from the date on which such matter enters the decision-making procedure, until two trading days after its disclosure in accordance with applicable laws;

④ Other periods as stipulated by the China Securities Regulatory Commission and stock exchanges.

The aforementioned “Material Events” refer to transactions or other material matters that the Company is required to disclose in accordance with the provisions of the Listing Rules.

The vesting schedule for the restricted shares granted for the first time is shown in the table below:

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7. List of Incentive Recipients and Grant Details

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Note:

1. Any discrepancies in the last digits between the total and the sum of the individual items are due to rounding.

2. The number of shares of the Company granted to any of the above incentive participants under all equity incentive plans during their respective validity periods has not exceeded 1% of the Company’s total share capital. The aggregate number of underlying shares involved in all equity incentive plans during their respective validity periods has not exceeded 20% of the Company’s total share capital as at the time when this Incentive Plan was submitted to the general meeting of shareholders for approval.

3. The above incentive recipients do not include the Company’s independent directors, supervisors, shareholders holding individually or collectively 5% or more of the shares of the listed company, or the actual controller of the listed company, nor their spouses, parents, or children.

4. The reserved incentive recipients shall be determined within 12 months after the approval of this Incentive Plan by the shareholders’ meeting. Upon proposal by the Board of Directors, issuance of explicit opinions by the independent directors and the Supervisory Committee, and provision of professional legal opinions along with a legal opinion letter by the lawyers, the Company shall timely disclose the relevant information regarding the incentive recipients on the designated website in accordance with regulatory requirements.

II. Verification by the Supervisory Board of the List of Incentive Recipients

1. None of the initial grantees under this equity incentive plan fall under any of the circumstances specified in Article 8 of the Administrative Measures that would disqualify them from being grantees:

(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;

(2) Being deemed an inappropriate candidate by the China Securities Regulatory Commission (CSRC) and its regional offices within the last 12 months;

(3) Having been subject to administrative penalties or market ban measures imposed by the China Securities Regulatory Commission (CSRC) and its regional offices due to serious violations of laws and regulations within the last 12 months;

(4) Having circumstances under the Company Law that disqualify one from serving as a director or senior executive of a company;

(5) Those who are prohibited by laws and regulations from participating in equity incentives of listed companies;

(6) Other circumstances as determined by the China Securities Regulatory Commission.

2. The recipients of the initial grant under this equity incentive plan shall not include the Company’s independent directors, supervisors, shareholders holding individually or collectively 5% or more of the Company’s shares, or the actual controllers, nor their spouses, parents, or children.

3. The list of initial grantees under the Company’s current restricted stock incentive plan is consistent with the initial grantees specified in the 2021 Restricted Stock Incentive Plan, as approved at the Company’s First Extraordinary General Meeting of Shareholders in 2021.

4. The recipients of the initial grant under this Incentive Plan meet the qualification requirements stipulated by laws, regulations, and normative documents such as the Company Law and the Securities Law, as well as the Articles of Association; satisfy the conditions for incentive recipients prescribed by laws, regulations, and normative documents including the Administrative Measures and the Listing Rules; and fall within the scope of incentive recipients specified in the Incentive Plan (Draft).

In summary, the Supervisory Board approved the list of initial grantees under the Company’s incentive plan, approved March 15, 2021 as the initial grant date for the restricted stock incentive plan, and approved the grant of 858,500 restricted shares to 100 eligible grantees at a grant price of RMB 40.00 per share.

III. Explanation of the Sale of Company Shares by Directors and Senior Management within the Six Months Prior to the Grant Date of Restricted Stocks

In the six months preceding the grant date of the restricted shares, none of the directors and senior management among the initial grantees under this incentive plan engaged in any trading of the Company’s shares.

IV. Accounting Treatment of Restricted Stock

(I) Fair Value of Restricted Stocks and Determination Method

In accordance with the relevant provisions of Accounting Standards for Business Enterprises No. 11 – Share-based Payment and Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments, the unit cost of restricted shares = fair value of restricted shares − grant price, wherein the fair value of restricted shares is the closing price on the grant date. On March 15, 2021, the Company calculated the share-based payment expenses for the initial grant of 858,500 restricted shares. The share-based payment per restricted share = fair value of restricted shares (closing price on the initial grant date) − grant price, amounting to RMB 61.30 per share.

(II) Expected Impact of the Implementation of Restricted Shares on Operating Performance in Each Period

The Company determines the fair value of the restricted shares granted for the first time on the grant date in accordance with the provisions of the Accounting Standards, and finally confirms the share-based payment expenses for the initial grant portion of this Incentive Plan. The total amount of such expenses, serving as the incentive cost of this equity incentive plan, will be recognized in stages according to the vesting ratio during the implementation of this Incentive Plan, and will be recorded under operating profit and loss.

In accordance with the requirements of Chinese Accounting Standards, the impact of the restricted shares under this incentive plan on the accounting costs for each period is shown in the table below:

Unit: RMB 10,000

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The above calculations do not include the 214,600 reserved restricted shares under this incentive plan; additional share-based payment expenses will be incurred upon the grant of the reserved portion.

The reserved portion of the restricted shares, amounting to 214,600 shares, shall have the incentive recipients identified and the shares granted within 12 months after the approval of this incentive plan by the shareholders’ general meeting. The share-based payment expenses shall be calculated and determined based on the market price on the grant date at that time. The accounting treatment for the reserved restricted shares shall be consistent with that for the initially granted restricted shares.

The costs of this incentive plan will be recorded as expenses. Based on current information, the Company estimates that, excluding the positive impact of this incentive plan on corporate performance, the amortization of such costs will have a limited effect on the net profit for each year during the validity period. Taking into account the positive impact of this incentive plan on the Company’s operational development—by stimulating the enthusiasm of management and business teams, improving operational efficiency, and reducing operating costs—this incentive plan is expected to play a positive role in enhancing the Company’s long-term performance.

The final impact of the aforementioned amortization expense forecast on the company’s operating performance shall be subject to the audit report issued by the accountants.

V. Conclusive Opinions of the Legal Opinion

Jiangsu Century Tongren Law Firm holds that: as of the date of issuance of this legal opinion, the Company’s current grant matter has obtained the necessary approvals and authorizations required at this stage; the determination of the grant date, grantees, and number of shares granted in this grant complies with the relevant provisions of the Administrative Measures, the Listing Rules, Guide No. 4 to Information Disclosure Business of STAR Market Listed Companies – Information Disclosure on Equity Incentives, and the Equity Incentive Plan (Draft); this grant has satisfied the grant conditions stipulated in the Administrative Measures and the Equity Incentive Plan (Draft); the Company has fulfilled its information disclosure obligations required at this stage in accordance with the provisions of the Administrative Measures, the Listing Rules, Guide No. 4 to Information Disclosure Business of STAR Market Listed Companies – Information Disclosure on Equity Incentives, and the Equity Incentive Plan (Draft), and it is still required to fulfill subsequent information disclosure obligations in accordance with the aforementioned regulations.

VI. Opinion of the Independent Financial Advisor

Shanghai Xin Gong Yi He Enterprise Management Consulting Co., Ltd. holds the view that the Company’s current restricted stock incentive plan has obtained the necessary approvals and authorizations. The determination of the grant date, grant price, grantees, and number of shares granted under this plan, as well as the implementation of the grant, complies with the provisions of laws, regulations, and normative documents, including the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, and Guide No. 4 to Information Disclosure for STAR Market Listed Companies – Information Disclosure on Equity Incentives. There are no circumstances under which the Company fails to meet the grant conditions stipulated in its 2021 Restricted Stock Incentive Plan.

VII. Attachments to the Online Announcement

(I) Independent Opinion of the Independent Directors of Nanjing Vishee Medical Technology Co., Ltd. on Matters Related to the Fifteenth Meeting of the Second Board of Directors;

(II) Verification Opinion of the Supervisory Board of Nanjing Vishee Medical Technology Co., Ltd. on the List of Initial Grantees under the 2021 Restricted Stock Incentive Plan (as of the Grant Date);

(3) Legal Opinion of Jiangsu Century Tongren Law Firm on Matters Related to the Initial Grant under the 2021 Restricted Stock Incentive Plan of Nanjing Vishee Medical Technology Co., Ltd.;

(IV) Independent Financial Advisor Report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Matters Related to the Initial Grant of Restricted Shares under the 2021 Restricted Stock Incentive Plan of Nanjing Vishee Medical Technology Co., Ltd.

Hereby announced.

Board of Directors of Nanjing Vishee Medical Technology Co., Ltd.

March 16, 2021

Stock Code: 688580 Stock Abbreviation: VISHEE Announcement No.: 2021-013

Nanjing Vishee Medical Technology Co., Ltd.

Announcement on the Resolutions of the 15th Meeting of the Second Board of Directors

The Board of Directors and all directors of the Company hereby guarantee that there are no false records, misleading statements, or material omissions in this announcement, and they shall bear legal liability for the truthfulness, accuracy, and completeness of its content in accordance with the law.

I. Convening of the Board of Directors Meeting

Notice of the 15th Meeting of the Second Board of Directors of Nanjing Vishee Medical Technology Co., Ltd. (hereinafter referred to as the “Company”) was issued to all directors via electronic communication on March 12, 2021. The meeting was held on March 15, 2021, in the Company’s conference room, using a combination of in-person and electronic communication methods. The meeting was convened and presided over by Mr. Wang Zhiyu. All seven directors entitled to attend were present. The procedures for convening and holding this meeting complied with the relevant provisions of the Company Law of the People’s Republic of China and other applicable laws, administrative regulations, normative documents, as well as the Articles of Association of Nanjing Vishee Medical Technology Co., Ltd.

II. Deliberations of the Board of Directors Meeting

(I) Deliberated and approved the “Proposal on the First Grant of Restricted Shares to Incentive Recipients”

Pursuant to the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the Company’s 2021 Restricted Stock Incentive Plan (Draft) and its summary, as well as the authorization granted by the Company’s First Extraordinary General Meeting of Shareholders in 2021, the Board of Directors has determined that the conditions for the grant of the 2021 restricted shares have been satisfied. The Board hereby approves March 15, 2021 as the grant date, with a grant price of RMB 40.00 per share, and agrees to grant 858,500 restricted shares to 100 incentive recipients.

Directors Zhong Yiqun and Wu Xia, being participants in this incentive plan, recused themselves from voting.

Voting Results: 5 votes in favor, 0 votes against, and 0 abstentions; the proposal was unanimously approved by all directors participating in the vote. The company’s independent directors issued an independent opinion expressing clear approval of this proposal.

For specific details, please refer to the “Announcement of Nanjing Vishee Medical Technology Co., Ltd. on the First Grant of Restricted Shares to Incentive Recipients” (Announcement No.: 2021-012) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same date.

Hereby announced.

Board of Directors of Nanjing Vishee Medical Technology Co., Ltd.

March 16, 2021

Stock Code: 688580 Stock Abbreviation: VISHEE Announcement No.: 2021-014

Nanjing Vishee Medical Technology Co.,Ltd.

Announcement on the Resolutions of the 13th Meeting of the Second Supervisory Board

The Supervisory Board and all supervisors of the Company hereby guarantee that there are no false records, misleading statements, or material omissions in this announcement, and they shall bear legal liability for the truthfulness, accuracy, and completeness of its content in accordance with the law.

I. Convening of the Supervisory Board Meeting

The notice for the 13th Meeting of the Second Supervisory Board of Nanjing Vishee Medical Technology Co., Ltd. (hereinafter referred to as the “Company”) was issued to the supervisors via correspondence on March 12, 2021. The meeting was held on March 15, 2021, in the Company’s conference room through a combination of on-site attendance and correspondence. The meeting was presided over by Hu Ping, Chairman of the Supervisory Board. All three supervisors who were required to attend the meeting were present. The convening of this meeting complied with the relevant provisions of the Company Law of the People’s Republic of China, the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange, other applicable laws, administrative regulations, and normative documents, as well as the Articles of Association of Nanjing Vishee Medical Technology Co., Ltd.

II. Deliberations of the Supervisory Board Meeting

(I) Deliberated and approved the “Proposal on the First Grant of Restricted Shares to Incentive Recipients”

1. The Supervisory Board of the Company has verified whether the vesting conditions for the grant under the Company’s 2021 Restricted Stock Incentive Plan (hereinafter referred to as the “Incentive Plan”) have been met, and holds that:

The Company is not subject to any circumstances prohibited by laws, regulations, and normative documents such as the Administrative Measures for Equity Incentives of Listed Companies from implementing an equity incentive plan, and the Company possesses the requisite entity qualification to implement such a plan. The recipients of the initial grant under this incentive plan possess the job qualifications stipulated by laws, regulations, and normative documents such as the Company Law of the People's Republic of China, meet the conditions for incentive recipients prescribed in the Administrative Measures for Equity Incentives of Listed Companies and the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange, and fall within the scope of incentive recipients specified in the Company’s 2021 Restricted Stock Incentive Plan (Draft) and its summary. Their entity qualification as recipients under the Company’s 2021 Restricted Stock Incentive Plan is legal and valid.

2. The Supervisory Board of the Company has reviewed the initial grant date of this incentive plan and holds that:

The Company has determined that the initial grant date of this incentive plan complies with the relevant provisions regarding the grant date set forth in the Administrative Measures for Equity Incentives of Listed Companies and the 2021 Restricted Stock Incentive Plan (Draft) and its summary.

Therefore, the Supervisory Board approved March 15, 2021 as the initial grant date for the Company’s restricted stock incentive plan, and agreed to grant 858,500 shares of restricted stock to 100 eligible incentive recipients at a grant price of RMB 40.00 per share.

Voting Results: 3 votes in favor, 0 votes against, and 0 abstentions;

Voting Result: Approved.

For specific details, please refer to the “Announcement of Nanjing Vishee Medical Technology Co., Ltd. on the First Grant of Restricted Shares to Incentive Recipients” (Announcement No.: 2021-012) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same date.

Hereby announced.

Supervisory Board of Nanjing Vishee Medical Technology Co., Ltd.

March 16, 2021