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]

General Principles - The purpose of the decision-making system for related transactions is to standardize related transactions of Guangzhou Weili Medical Equipment Co., Ltd., protect the legitimate rights and interests of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2] - Related transactions refer to the transfer of resources or obligations between the company, its controlling subsidiaries, and related parties [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [1][2] - Legal entities that are considered related parties include those directly or indirectly controlling the company, those controlled by such entities, and those with significant shareholding [1][2] - Natural persons considered related parties include shareholders holding more than 5% of shares, directors, and senior management [2][3] Reporting and Approval Procedures - Directors and senior management must report related party lists and relationships to the board of directors in a timely manner [3][6] - Related transactions must be disclosed and approved by a majority of independent directors before being submitted to the board for review [7][10] - The board must ensure that related directors abstain from voting on related transactions [9][10] Decision-Making Authority - The company is prohibited from providing financial assistance to related parties, except under specific conditions [12][15] - Transactions involving amounts exceeding 30 million yuan or 0.5% of the company's net assets must be reviewed by the board [15][20] - The company must disclose audit or evaluation reports for transactions exceeding 30 million yuan [20][14] Exemptions from Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the approval process [28][18] - Transactions with related parties that do not exceed specified thresholds may also be exempt from detailed scrutiny [28][18] Implementation and Amendments - The decision-making system will be implemented after approval by the shareholders' meeting, and previous related transaction decision-making systems will be automatically invalidated [31][18]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1] - Guangzhou Weili Medical Equipment Co., Ltd. was established as a joint-stock company following the approval of the Guangzhou Foreign Trade and Economic Cooperation Bureau [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares on January 30, 2015, and was listed on the Shanghai Stock Exchange on March 2, 2015 [1] Business Objectives and Scope - The company's business objective is to manufacture high-quality medical supplies to promote human health and provide satisfactory economic returns to investors [1] - The registered capital of the company is RMB 291.871418 million [1] - The business scope includes retail of medical supplies, manufacturing of various medical devices, and other related activities [1] Shares - The company has issued a total of 291.871418 million ordinary shares [2] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [2] - The company may increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [2] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares [5] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [5][39] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of shares [54] - The company must provide adequate notice of meetings, including details on time, location, and agenda [61] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority of votes [81] - The company must maintain accurate records of meeting proceedings, including attendance and voting results [79] - Shareholders can propose agenda items for meetings, and any changes to proposals must be communicated promptly [58][59]

General Principles - The investment management system aims to enhance the management of external investments, standardize investment behavior, improve investment efficiency, and maximize the time value of funds [1][2] - External investments refer to various forms of investment activities made by the company to obtain future returns, involving monetary funds, equity, and assessed physical or intangible assets [1] Investment Types - Investments are categorized into short-term and long-term based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments exceeding one year [1] - Long-term investments include independent enterprises, joint ventures, equity stakes in other entities, and asset leasing or joint operations [1] Approval Authority - The company implements a professional management and hierarchical approval system for external investments [2] - The board of directors and the shareholders' meeting are the main decision-making bodies for external investments, operating within their respective authority [2] Investment Approval Standards - Investments meeting certain thresholds must be submitted for board review, including asset totals exceeding 10% of the latest audited total assets or net assets, and transaction amounts exceeding 10% of net assets with absolute amounts over 10 million [3][4] - For significant transactions, board approval is required before submission to the shareholders' meeting if they exceed 50% of total assets or net assets, or if profits exceed 50% of the latest audited net profit [4][5] Organizational Management - The board's strategic committee is responsible for coordinating and organizing analyses of external investment projects [5] - The general manager leads the investment review team, responsible for collecting information, preliminary evaluations, and establishing a project database [5] Financial and Legal Management - The finance department manages the financial aspects of external investments, including handling funding procedures and registrations [6] - Legal advisors are responsible for reviewing agreements and contracts related to external investments [6] Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure [7] - Investment transfers must comply with legal and internal regulations, with the same approval procedures as initial investments [7] Collaboration with Investment Institutions - Joint investments with professional institutions require timely disclosure and adherence to relevant approval processes [8][9] - The company must disclose significant developments related to joint investments, including fundraising outcomes and major changes in investment funds [9] Information Disclosure - The company must comply with disclosure obligations as per regulatory requirements, ensuring transparency in investment projects that deviate from business direction or show continuous losses [10] - The board secretary and office are responsible for managing information disclosure related to external investments [10]

Core Viewpoint - The document outlines the compensation management system for directors and senior management at Guangzhou Weili Medical Equipment Co., Ltd., aiming to enhance management stability and align individual performance with the company's long-term interests [1][2]. Group 1: General Principles - The compensation system is designed to improve the incentive and restraint mechanisms for directors and senior management, ensuring alignment with the company's operational goals and sustainable development [1]. - The principles of the compensation system include: 1. Compensation determined by position value 2. Performance evaluation standards 3. Alignment of individual compensation with long-term company interests 4. Balance of incentives and constraints [1]. Group 2: Compensation Management Structure - The Board of Directors is responsible for reviewing the compensation of senior management, while the shareholders' meeting reviews the compensation of directors [2]. - The Compensation and Assessment Committee of the Board is tasked with establishing evaluation standards and compensation policies for directors and senior management [2]. Group 3: Compensation Standards - Director compensation varies based on specific roles and contributions, with independent directors receiving a stipend approved by the shareholders' meeting [4]. - Senior management compensation consists of a base salary and performance-based pay, calculated as: Annual Compensation = Base Salary + Performance Pay [4]. Group 4: Compensation Distribution - Compensation for directors and senior management is distributed according to internal policies, with independent director stipends paid monthly after approval [6]. - Performance pay may be withheld under certain conditions, such as public reprimands or significant violations of regulations [6]. Group 5: Compensation Adjustment - Adjustments to compensation are based on industry salary trends, inflation, company profitability, organizational changes, and individual role changes [8]. - The Board may establish temporary rewards or penalties for specific circumstances as a supplement to regular compensation [8]. Group 6: Miscellaneous Provisions - The compensation management system is subject to relevant laws and regulations, and it becomes effective upon approval by the shareholders' meeting [9][10].

Core Viewpoint - The external guarantee management system of Guangzhou Weili Medical Equipment Co., Ltd. aims to protect investors' rights, regulate external guarantee behaviors, and prevent risks associated with external guarantees [1]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for subsidiaries, and can take forms such as guarantees, mortgages, and pledges [1]. - The system applies to the company and its subsidiaries, requiring subsidiaries to report external guarantee matters to the company before board or shareholder meetings [1]. - The company must adhere to principles of legality, prudence, mutual benefit, and safety in external guarantees, with strict risk control measures [2]. Group 2: Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting [2]. - The board has the authority to approve external guarantees not listed in specific conditions, requiring a majority of directors' consent [2][3]. - Shareholder meetings must approve guarantees exceeding 10% of the latest audited net assets or 50% of total assets, among other conditions [3][4]. Group 3: Application and Review Procedures - The company must assess the credit status of the guaranteed party and conduct a risk evaluation before deciding on guarantees [6]. - The finance department is responsible for the initial review and daily management of guarantee applications [7]. - The board of directors must carefully consider and control the debt risks associated with external guarantees, potentially hiring external professionals for risk assessment [8]. Group 4: Daily Management and Risk Control - Written contracts must be established for external guarantees, ensuring compliance with relevant laws and clear terms [8]. - The finance department is tasked with ongoing monitoring of the financial status of the guaranteed party during the guarantee period [10]. - If the guaranteed party fails to fulfill obligations, the company must take necessary remedial actions [11]. Group 5: Miscellaneous Provisions - The system will take effect after approval by the shareholders' meeting, replacing the previous external guarantee management system [12].

Core Points - The document outlines the rules for the board of directors of Guangzhou Weili Medical Equipment Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: Meeting Types and Procedures - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting required in each half of the year [2] - The chairman must consult with the general manager and other senior management before proposing agenda items for regular meetings [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or the chairman [2][3] Group 2: Meeting Notifications and Attendance - Notifications for regular meetings must be sent ten days in advance, while temporary meetings require five days' notice [3][4] - The meeting notice must include essential details such as time, location, and agenda items [4][5] - Directors are expected to attend meetings in person, but can delegate their attendance under certain conditions [5][6] Group 3: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [8][10] - Proposals not passed cannot be reconsidered within a month unless significant changes occur [11] - The board must ensure that decisions are made within the authority granted by the shareholders and the company's articles of association [10][12] Group 4: Documentation and Record-Keeping - Meeting records must be accurate and include details such as attendance, proposals discussed, and voting results [12][14] - The board secretary is responsible for maintaining all meeting documentation for a minimum of ten years [14] - Any dissenting opinions must be documented, and confidentiality regarding the decisions is mandatory until official announcements are made [13][14]

广州维力医疗器械股份有限公司 董事、高级管理人员薪酬管理办法 广州维力医疗器械股份有限公司 董事、高级管理人员薪酬管理办法 （2025 年 8 月修订） 第一章 总则 第一条 为进一步完善广州维力医疗器械股份有限公司（以下简称"公 司"）董事、高级管理人员的薪酬管理，建立和完善经营者的激励约束机制， 保持核心管理团队的稳定性，有效地调动董事、高级管理人员的工作积极性， 提高公司经营管理水平，促进公司健康、持续、稳定发展，根据《中华人民共 和国公司法》《上市公司治理准则》《公司章程》等有关法律、法规的规定， 结合公司的实际情况，特制定本制度。 第二条 本制度适用于公司董事、高级管理人员。其所持本公司股份指登 记在其名下和利用他人账户持有的所有本公司股份，从事融资融券交易的，其 所持本公司股份还包括记载在其信用账户内的本公司股份。 第三条 公司薪酬制度遵循以下原则： （一）按岗位确定薪酬原则：公司内部各岗位薪酬体现各岗位对公司的价 值，体现"责、权、利"的统一； （二）按绩效评价标准、程序及主要评价体系的原则； （三）个人薪酬与公司长远利益相结合的原则； （四）激励与约束并重、奖罚对等的原则。 第二章 薪酬管理机 ...

广州维力医疗器械股份有限公司 章程 广州维力医疗器械股份有限公司 章程 （二〇二五年八月修订） | 第一章 | 总则 1 | | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 2 | | 第三章 | 股份 2 | | | 第一节 | 股份发行 | 2 | | 第二节 | 股份增减和回购 | 4 | | 第三节 | 股份转让 5 | | | 第四章 | 股东和股东会 | 6 | | 第一节 | 股东的一般规定 | 6 | | 第二节 | 控股股东和实际控制人 8 | | | 第三节 | 股东会的一般规定 | 9 | | 第四节 | 股东会的召集 | 12 | | 第五节 | 股东会的提案与通知 | 14 | | 第六节 | 股东会的召开 | 15 | | 第七节 | 股东会的表决和决议 | 18 | | 第五章 | 董事和董事会 | 22 | | 第一节 | 董事的一般规定 | 22 | | 第二节 | 独立董事 | 25 | | 第三节 | 董事会 | 29 | | 第四节 | 董事会专门委员会 | 34 | | 第六章 | 高级管理人员 | 35 | | 第七章 | 财务会计制 ...