Core Points - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors, in order to enhance corporate governance and comply with regulatory requirements [1][2] - The company's registered capital will be increased from RMB 190,952,305 to RMB 210,139,246 due to the conversion of convertible bonds, resulting in an increase in total shares from 190,952,305 to 210,139,246 [2][3] - Amendments to the company's articles of association will be made to reflect the cancellation of the supervisory board and the changes in registered capital [3][4] Company Structure Changes - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2] - The current members of the supervisory board will no longer hold their positions following the cancellation [2] Capital Changes - The company issued 5,433,100 convertible bonds with a total value of RMB 54,331,000, which began conversion on March 1, 2021 [2] - The total number of shares will increase by 19,186,941 shares due to the conversion of the bonds [2] Articles of Association Amendments - The articles of association will be revised to reflect the cancellation of the supervisory board and the increase in registered capital [3][4] - Specific articles will be updated to maintain compliance with the latest laws and regulations [3][4]

Summary of Key Points Core Viewpoint The report outlines the fundraising activities and the status of the funds raised by Seirus Medical Technology Group Co., Ltd. It highlights the termination of certain fundraising projects and the reallocation of remaining funds to enhance liquidity and operational efficiency in response to changing market conditions. Fundraising Overview - In 2018, the company raised approximately RMB 625.96 million through a non-public offering of A-shares, with a net amount of RMB 607.61 million after expenses [1][2] - As of June 30, 2025, the remaining balance of the non-public fundraising was RMB 8.99 million, including interest [2] Fund Usage and Management - By June 30, 2025, the company had utilized RMB 202.78 million of the funds raised from the 2020 convertible bond issuance, leaving a balance of RMB 333.89 million [4] - The company has established dedicated bank accounts for the management of the raised funds, ensuring compliance with regulatory requirements [7][18] Project Termination and Fund Reallocation - The company decided to terminate the "Expansion of Medical Testing Integrated Marketing and Service Business Scale Project" due to significant changes in the market environment and profitability concerns, reallocating the remaining RMB 172.54 million to enhance liquidity [28][29] - The decision was made after thorough evaluations and was approved in board meetings held in June 2025 [28] Financial Management Practices - The company has implemented a structured approach to manage the raised funds, including regular audits and checks by the finance department to ensure proper usage [7][24] - The company has also utilized idle funds temporarily to supplement working capital, with repayments made as scheduled [24][31] Regulatory Compliance - The company has adhered to various regulations regarding fundraising and fund management, including the establishment of tripartite agreements with banks and sponsors to ensure proper oversight [7][18][22]

Core Points - The document outlines the management rules for the shares held by directors and senior management of Celis Medical Technology Group Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2] - The rules apply to shares registered in the names of directors and senior management, including those held in others' accounts and through margin trading [2][4] - Specific restrictions are placed on share transfers under certain conditions, such as resignation, legal investigations, and company violations [4][5] Share Management - Directors and senior management are prohibited from transferring shares under specific circumstances, including within six months of resignation or during ongoing investigations [4] - A maximum of 25% of their total shares can be transferred annually, with exceptions for certain legal situations [5][6] - If a director or senior management holds fewer than 1,000 shares, they may transfer all shares at once without restriction [6] Information Disclosure - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely reporting of any changes [11][12] - Directors and senior management must notify the board secretary of their trading plans before buying or selling shares [12][13] - Any changes in shareholding must be disclosed within two trading days, including details such as the number of shares before and after the change [11][16] Additional Provisions - The rules will be implemented upon approval by the board and will be subject to relevant laws and regulations [13][18] - The board is responsible for interpreting these rules [13][19]

Core Points - The implementation rules for cumulative voting at Cyrus Medical Technology Group are established to protect the rights of minority shareholders and ensure compliance with relevant laws and regulations [1][4] - Cumulative voting will be applied when the company elects or replaces directors, particularly when a single shareholder or their concerted parties hold 30% or more of the voting shares and when electing two or more independent directors [1][2] Summary by Sections Cumulative Voting System - The cumulative voting system allows each share to have voting rights equal to the number of directors to be elected, enabling shareholders to concentrate their votes on one candidate or distribute them among several [1][2] - The voting process requires shareholders to indicate their chosen directors and the number of votes allocated to each on a single ballot [2][4] Voting Procedures - If the total votes used by a shareholder exceed their legal voting rights, the ballot will be considered invalid unless corrected [2][4] - The counting of votes will be conducted by the monitoring personnel, and the elected directors must receive more than half of the votes from the attending shareholders [2][4] Information Disclosure - The company is obligated to disclose information regarding the voting system used, the absolute number of votes received by elected directors, and any other relevant matters deemed necessary by the board or independent directors [4] Nomination and Implementation - The nomination procedures for director candidates will follow the company's articles of association [4] - The implementation rules will take effect upon approval by the company's shareholders' meeting and will be interpreted and revised by the board of directors [4]

塞力斯医疗科技集团股份有限公司 信息披露管理制度 塞力斯医疗科技集团股份有限公司 信息披露管理制度 （2025 年 8 月） 第一章 总则 第一条 为了规范塞力斯医疗科技集团股份有限公司（以下简称"公司"） 的信息披露行为，加强信息披露事务管理，保护投资者合法权益，根据《中华人 民共和国公司法》《中华人民共和国证券法》（以下简称"《证券法》"）《上 市公司信息披露管理办法》《上海证券交易所股票上市规则》等法律法规、规章、 规范性文件及《塞力斯医疗科技集团股份有限公司章程》（以下简称"《公司章 程》"）的规定，制定本制度。 第二条 信息披露义务人应当及时依法履行信息披露义务，披露的信息应当 真实、准确、完整，简明清晰、通俗易懂，不得有虚假记载、误导性陈述或者重 大遗漏。 信息披露义务人披露的信息应当同时向所有投资者披露，不得提前向任何单 位和个人泄露。但是，法律、行政法规另有规定的除外。 在内幕信息依法披露前，内幕信息的知情人和非法获取内幕信息的人不得公 开或者泄露该信息，不得利用该信息进行内幕交易。任何单位和个人不得非法要 求信息披露义务人提供依法需要披露但尚未披露的信息。 公司证券及其衍生品种同时在境内境外 ...

塞力斯医疗科技集团股份有限公司 重大交易决策制度 塞力斯医疗科技集团股份有限公司 重大交易决策制度 （2025 年 8 月） 第一条 为加强对塞力斯医疗科技集团股份有限公司（以下简称"公司"） 重大交易活动的决策管理，保证重大交易活动的规范性、合法性和效益性，切 实保护公司利益各方的合法权益，根据《中华人民共和国公司法》《中华人民 共和国证券法》《上海证券交易所股票上市规则》等相关法律、法规和《塞力 斯医疗科技集团股份有限公司章程》（以下简称"《公司章程》"）的规定， 制定本制度。 第二条 公司应当严格遵守有关法律、法规及《公司章程》的规定，在交 易决策中，保障股东会、董事会和董事长、经理（总裁）各自的权限得到有效 发挥，做到权责分明，保证公司运作效率。 第三条 本制度所称"重大交易"包括除公司日常经营活动之外发生的下 列事项： (一)购买或出售资产； (二)对外投资（含委托理财、对子公司投资等）； (三)提供财务资助（含有息或者无息借款、委托贷款等）； (四)提供担保（含对控股子公司担保等）； (十一)放弃权利（含放弃优先购买权、优先认缴出资权等）； (十二)证券交易所认定的其他交易。 塞力斯医疗科技集团股 ...

塞力斯医疗科技集团股份有限公司 信息披露暂缓与豁免管理制度 第五条 公司和其他信息披露义务人有确实充分的证据证明拟披露的信息 涉及国家秘密或者其他因披露可能导致违反国家保密规定、管理要求的事项（以 下统称"国家秘密"），依法豁免披露。 第六条 公司和其他信息披露义务人有保守国家秘密的义务，不得通过信 息披露、投资者互动问答、新闻发布、接受采访等任何形式泄露国家秘密，不 得以信息涉密为名进行业务宣传。 公司的董事长、董事会秘书应当增强保守国家秘密的法律意识，保证所披露 塞力斯医疗科技集团股份有限公司 信息披露暂缓与豁免管理制度 的信息不违反国家保密规定。 塞力斯医疗科技集团股份有限公司 信息披露暂缓与豁免管理制度 （2025 年 8 月） 第一条 为了规范塞力斯医疗科技集团股份有限公司（以下简称"公司"） 信息披露暂缓与豁免行为，明确公司及相关信息披露义务人依法合规履行信息 披露义务，保护投资者的合法权益，根据《中华人民共和国公司法》《中华人 民共和国证券法》《上市公司信息披露暂缓与豁免管理规定》《上海证券交易 所股票上市规则》等法律法规、规章、规范性文件以及《塞力斯医疗科技集团 股份有限公司章程》（以下简称" ...

Core Points - The financing management system of Cyrus Medical Technology Group aims to standardize financing activities, enhance financial monitoring, reduce financing costs, and effectively prevent financial risks while protecting the rights of shareholders [1][2]. Group 1: General Principles - The financing activities are applicable to the company and its wholly-owned and controlling subsidiaries, with reference for joint ventures [1]. - The financing referred to in this system is limited to debt financing, excluding equity financing [1]. - Financing activities should align with the company's medium to long-term strategic development plan, considering factors such as capital structure, debt repayment capability, and long-term versus short-term benefits [1]. Group 2: Internal Control Objectives - The internal control objectives for financing activities include ensuring appropriate review before financing occurs, compliance with legal regulations, accurate interest and dividend payments, and reasonable confirmation of shareholder rights [2]. Group 3: Organization and Responsibilities - The company manager is responsible for overseeing financing management, including organizing the financing management system, planning, and supervising financing activities [3]. - The finance department conducts regular and irregular audits of financing activities [3]. - The management of subsidiaries is responsible for approving financing projects within the board's authorized scope [3]. Group 4: Financing Decision Management - Borrowing from banks must comply with relevant regulations, prioritizing the company's reputation and timely repayment to avoid penalties [3][4]. - Financing matters must be approved by the manager, board of directors, and shareholders based on the amount of financing relative to the company's audited net assets [5][6]. Group 5: Financing Process Management - Key financing processes include determining funding needs, preparing financing plans, selecting financing methods, signing contracts, and managing interest and dividend payments [6]. Group 6: Financing Result Evaluation - The finance department is responsible for evaluating financing results, ensuring legal authorization, compliance with regulations, and assessing the actual benefits and future impacts of financing [6].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information provided to stakeholders [2][3]. Group 1: General Principles - The system aims to strengthen the company's operational standards and increase accountability for those responsible for annual report disclosures [2]. - It is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The accountability system applies to directors, senior management, subsidiary heads, controlling shareholders, and other personnel involved in annual report disclosures [2][3]. Group 2: Conditions for Accountability - Specific conditions under which responsibility should be pursued include violations of national laws and regulations that lead to significant errors in annual report disclosures [3]. - There are provisions for heavier penalties in cases of severe misconduct or negligence [3]. - Conversely, there are also conditions under which penalties may be reduced or waived [3]. Group 3: Forms and Types of Accountability - The forms of accountability include disciplinary actions and potential economic penalties determined by the board based on the severity of the incident [4]. - The company ensures that before any penalties are imposed, the responsible individuals have the right to present their opinions and defend themselves [3][4]. Group 4: Supplementary Provisions - Any matters not covered by this system will refer to relevant laws, regulations, and the company's articles of association [6]. - The system will take effect upon approval by the board of directors and will be subject to interpretation and revision by the board [6].

General Principles - The purpose of the insider information management system is to regulate the management of insider information, enhance confidentiality, and maintain the principles of public, fair, and just information disclosure [2][3] - The system is established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] Responsibilities - The chairman of the board is the primary responsible person for the management of insider information and must ensure the accuracy and completeness of the insider information records [2][3] - The board secretary is responsible for the daily management of insider information and must cooperate with the chairman in maintaining confidentiality [3] Definition of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market prices [3][4] - Specific events that qualify as insider information include major asset restructuring, significant changes in shareholder equity, and other events that could affect stock prices [4][5] Registration and Disclosure of Insider Information - The company must report insider information to the stock exchange when significant events occur, such as major asset restructuring or changes in control [4][5] - Insider information must be documented, including details about the individuals who are privy to such information and the circumstances under which they gained access [5][6] Confidentiality Obligations - Individuals with insider information are required to maintain confidentiality and are prohibited from disclosing or trading based on that information before it is publicly disclosed [5][10] - The company must take necessary measures to limit the number of individuals who have access to insider information [5][11] Record Keeping - The company must maintain detailed records of insider information, including the names and details of individuals who have access to such information, and the circumstances of their access [6][7] - Records must be updated and submitted to regulatory bodies within specified timeframes following the public disclosure of insider information [6][8] Accountability and Penalties - Violations of the insider information management system may result in disciplinary actions, including potential legal consequences for severe breaches [13][14] - The company reserves the right to pursue accountability against individuals or entities that cause losses due to violations of the insider information regulations [13][14]