证券代码：603309 证券简称：维力医疗 公告编号：2025-054 广州维力医疗器械股份有限公司 关于公司非独立董事辞职暨选举职工董事的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 董事会 2025 年 8 月 19 日 附：舒杰先生简历 舒杰：男，1977 年出生，中国国籍，华南理工大学高分子材料与工程专业本科 毕业。 主要工作经历：2011 年至 2019 年任广州维力医疗器械股份有限公司研发部经 理，2015 年 9 月至 2025 年 8 月 15 日任广州维力医疗器械股份有限公司监事，2020 年 1 月至今任广州维力医疗器械股份有限公司研究院院长助理兼研发总监，2025 年 8 月 18 日起任广州维力医疗器械股份有限公司职工董事。 截至目前，舒杰先生未持有公司股份，与公司实际控制人、控股股东之间不存 在关联关系，未曾受到中国证监会及其他有关部门的处罚和证券交易所惩戒，符合 《公司法》《公司章程》规定的担任上市公司董事的条件。 广州维力医疗器械股份有限公司（以下简称"公司"）于近日收到公司非独立 董事陈 ...

近日，广州维力医疗器械股份有限公司发布公告，非独立董事陈云桂女士因公司内部工作调整，申请辞 去董事职务，辞职后仍任副总经理，其辞职报告送达时生效。 ...

Summary of Key Points Core Viewpoint - Vili Medical (603309) has shown a positive stock performance, with a recent closing price of 14.82 yuan, reflecting a 2.28% increase from the previous week, and reaching a near one-year high of 15.44 yuan on August 12, 2025 [1]. Company Announcements - Vili Medical is participating in the establishment of the Vizhih Medical Industry Investment Partnership, aiming to raise 150 million yuan, with Vili Medical committing 37.5 million yuan, representing 25% of the total investment [1]. - The company has revised its Independent Director Work System to enhance corporate governance and ensure the protection of minority shareholders' rights, detailing the roles and qualifications of independent directors [1].

广州维力医疗器械股份有限公司 股东会议事规则 广州维力医疗器械股份有限公司 股东会议事规则 第一章 总 则 第一条 为促进广州维力医疗器械股份有限公司（以下简称"公司"）规范 运作，提高股东会议事效率，保障股东合法权益，保证大会程序及决议内容的合 法有效性，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》、 《广州维力医疗器械股份有限公司章程》 （以下简称"公司章程"）等有关规定， 结合公司实际情况，制订本议事规则。 第二条 公司应当严格按照法律、行政法规、本规则及公司章程的相关规定 召开股东会，保证股东能够依法行使权利。 广州维力医疗器械股份有限公司 股东会议事规则 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的六个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开临时股东会的 ...

Meeting Details - The shareholders' meeting was held on August 15, 2025, at the company's office in Guangzhou [1] - The meeting was legally convened and conducted in accordance with the Company Law and the Articles of Association [1][4] Voting Results - All proposed resolutions were approved with significant majority votes, including: - A resolution regarding the limited sale shares received 99.6389% approval from A-shareholders [1] - Subsequent resolutions also received over 99.6% approval from A-shareholders [2][3] - The voting method combined on-site and online voting, ensuring compliance with legal requirements [1] Legal Compliance - The meeting's procedures were verified by lawyers, confirming adherence to the Company Law and relevant regulations [3][4] - The resolutions passed met the necessary thresholds for special and ordinary resolutions as per legal standards [3]

Group 1 - The legal opinion confirms that the convening and holding procedures of the shareholders' meeting comply with the Company Law, Shareholders' Meeting Rules, and the company's articles of association [1][4][5] - The meeting was convened by the company's board of directors, which is qualified to do so [2][3] - A total of 5 shareholders and their proxies attended the meeting in person, representing 146,754,556 shares, which accounts for 50.11% of the total voting shares [3][4] Group 2 - 164 shareholders participated in the online voting, representing 14,468,905 shares, or 4.94% of the total voting shares [3][4] - The voting process combined both on-site and online methods, with results announced immediately after the voting concluded [4] - The legal opinion concludes that the voting procedures were valid and the results were legitimate [4][5]

Group 1 - The company plans to repurchase and cancel a total of 996,600 shares of restricted stock that have not met the unlocking conditions due to performance metrics not being achieved [1][2] - The repurchase price for the restricted stock is approximately RMB 5,520,042, which will be paid using the company's own funds [1] - Following the completion of the share repurchase and cancellation, the total number of shares will decrease from 292,868,018 shares [2] Group 2 - Creditors are informed that they have 30 days from receiving the notice to claim their rights, and those who do not receive the notice will have the same period starting from the announcement date [2] - Creditors must submit written requests along with relevant documentation to claim debts or seek guarantees [3] - Various methods for creditors to submit claims include in-person, by mail, or via email, with specific instructions provided for each method [3]

Core Points - The document outlines the behavior norms for the controlling shareholders and actual controllers of Guangzhou Weili Medical Equipment Co., Ltd, aiming to protect the rights and interests of the company and its shareholders [2][3][4] Group 1: General Principles - The norms are established based on relevant laws and regulations, including the Company Law and Securities Law, to guide the actions of controlling shareholders and actual controllers [2] - The controlling shareholders and actual controllers must exercise their rights and fulfill their obligations in accordance with laws and regulations, ensuring the interests of the listed company are maintained [2][4] Group 2: Responsibilities and Conduct - Controlling shareholders and actual controllers are prohibited from abusing their control rights or harming the legitimate rights of the company and other shareholders [4][5] - They must strictly adhere to public statements and commitments made, and cannot unilaterally change or waive them [4][5] - They are required to fulfill information disclosure obligations and promptly inform the company of any significant events [4][5] - They must not occupy company funds in any manner or compel the company to provide illegal guarantees [4][5][6] - Engaging in insider trading, short-term trading, or market manipulation is strictly forbidden [4][5][6] Group 3: Independence and Governance - The document emphasizes the importance of maintaining the independence of the company’s assets, personnel, finances, and operations [5][6] - Controlling shareholders and actual controllers must not interfere with the independent operation of the company's board, audit committee, or other departments [6][7] - They are required to support the establishment of an independent business model and avoid any competition that may harm the company's interests [6][7] Group 4: Information Disclosure - Controlling shareholders and actual controllers must ensure that all disclosed information is truthful, accurate, complete, timely, and fair [10][11] - They are responsible for notifying the company of any significant changes in their shareholding or control status [11][12] - Confidentiality of undisclosed significant information must be maintained, and any leaks must be reported immediately [11][12] Group 5: Share Transfer and Control Stability - Any transfer of shares that may lead to a change in control must be fair, reasonable, and not harm the interests of the company or other shareholders [12][13] - Controlling shareholders and actual controllers must maintain control stability and assess risks associated with stock pledges [12][13] Group 6: Compliance and Accountability - The document mandates that controlling shareholders and actual controllers must comply with all relevant laws and regulations, and they are accountable for any violations [15][16] - They must provide guarantees for commitments with significant performance risks and inform the company of any changes affecting these guarantees [14][15]

Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Guangzhou Weili Medical Equipment Co., Ltd. and protect the interests of shareholders [1][2] - The cumulative voting system allows shareholders to concentrate their voting rights for the election of directors, ensuring that all shareholders can fully exercise their rights [2][3] Summary by Sections - **Article 1**: The purpose of the implementation rules is to improve corporate governance and ensure shareholder rights are protected [1] - **Article 2**: The rules apply to the election or change of two or more directors when a single shareholder or their concerted actors hold more than 30% of the shares [2] - **Article 4**: The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [2][3] - **Article 6**: Voting for independent and non-independent directors must be conducted separately, with specific voting rights allocated for each category [3] - **Article 7**: Detailed voting procedures are outlined, including how to fill out ballots and the validity of votes [3][4] - **Article 9**: The implementation rules take effect immediately upon approval by the shareholders' meeting [4] - **Article 10**: Any matters not covered by these rules will be governed by relevant national laws and regulations [4] - **Article 11**: The interpretation rights of these rules belong to the company's board of directors [4]

Core Points - The document outlines the fundraising management system of Guangzhou Weili Medical Equipment Co., Ltd, aiming to regulate the use and management of raised funds, enhance efficiency, and protect investors' rights [1][2][3] Group 1: General Principles - The system applies to funds raised through stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1] - Funds must be used specifically for designated purposes, aligning with national industrial policies and sustainable development principles [1][2] - The board of directors is responsible for monitoring the management and usage of raised funds to mitigate investment risks [2][3] Group 2: Fund Storage - The company must open a special account for raised funds in a commercial bank, ensuring that these funds are not mixed with other funds [9][10] - If the company has multiple financings, separate accounts must be established for each [10] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the bank within one month of fund receipt [12][13] Group 3: Fund Usage - Funds must be used according to the usage plan outlined in the issuance application documents [13][14] - If significant changes occur affecting the investment project, the company must reassess the project's feasibility and disclose any adjustments [14][15] - The company is prohibited from using raised funds for financial investments or providing funds to controlling shareholders or related parties [6][7] Group 4: Changes in Fund Allocation - Any changes in the use of raised funds require board approval and must be disclosed to shareholders [32][33] - The company must ensure that new investment projects enhance competitiveness and innovation capabilities [34][35] - If funds are to be used for projects outside the original plan, a detailed disclosure of reasons and implications is required [36][37] Group 5: Management and Supervision - The finance department must maintain a detailed record of fund usage, and internal audits should occur at least biannually [38][39] - The underwriter or independent financial advisor must conduct regular oversight and report any irregularities [40][41] - Annual audits must include a verification report on the management and usage of raised funds [42][43]