Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 9, 2025, at 14:30 [1] - The meeting will take place at the headquarters of Guangzhou Kingmed Diagnostics Group Co., Ltd. located at No. 10, Spiral Road, International Biological Island, Guangzhou [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, either through the trading system or the internet voting platform [4][5] - The voting time for the online platform is from 9:15 to 15:00 on the day of the meeting [1] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [5] Agenda Items - The meeting will review several non-cumulative voting proposals, including amendments to the company's related party transaction management system, external investment management system, and external guarantee management system [2][3] - These proposals were previously approved in the board and supervisory meetings held on August 22, 2025 [2] Attendance - Shareholders registered by the close of trading on September 2, 2025, are eligible to attend the meeting [6] - Other attendees include company directors, senior management, and appointed lawyers [6] Registration Method - Shareholders must provide identification and relevant documentation to register for the meeting [6]

Core Viewpoint - Guangzhou Kingmed Diagnostics Group Co., Ltd. reported significant declines in key financial metrics for the first half of 2025, indicating potential challenges in its operational performance [1]. Financial Performance - Total revenue for the reporting period was approximately 2.997 billion RMB, a decrease of 22.78% compared to the previous year [1]. - The total profit for the period was a loss of approximately 109.61 million RMB, contrasting with a profit of about 96.88 million RMB in the same period last year, marking a decline of 213.14% [1]. - The net profit attributable to shareholders was a loss of approximately 84.81 million RMB, down 194.60% from a profit of about 89.65 million RMB in the previous year [1]. - The net cash flow from operating activities was not specified, but the weighted average return on net assets decreased by 2.29 percentage points to -1.21% [1]. - Basic and diluted earnings per share were both reported at -0.18 RMB, a decrease of 194.74% from 0.19 RMB in the previous year [1]. Shareholder Information - As of the end of the reporting period, the total number of shareholders was 42,347 [2]. - The top ten shareholders included Liang Yaoming, holding 16.02% of shares, and several investment funds and partnerships with varying percentages [2]. - Liang Yaoming is identified as the actual controller and holds significant stakes in multiple investment partnerships associated with the company [2].

证券代码：603882 证券简称：金域医学 公告编号：2025-034 广州金域医学检验集团股份有限公司 第四届董事会第七次会议决议公告 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。 一、董事会会议召开情况 广州金域医学检验集团股份有限公司（以下简称"公司"）第四届董事会第 七次会议于 2025 年 8 月 22 日在公司会议室以现场加通讯方式召开，会议通知已 于 2025 年 8 月 12 日以电子形式发出。会议由董事长梁耀铭先生主持，本次会议 应出席董事 9 名，实际出席董事 9 名。公司监事及高级管理人员列席本次会议。 会议召开符合《中华人民共和国公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 出席本次会议的全体董事对本次会议的议案进行了认真审议，并以记名投票 表决方式通过以下决议： （二）审议通过《关于 2024 年度"提质增效重回报"行动方案的评估报告》 经审议，董事会认为公司编制的《关于 2024 年度"提质增效重回报"行动 方案的评估报告》能够真实、准确、完整地反映 2024 年具体举措实施情况。具 ...

Group 1 - The company plans to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors in accordance with the newly revised Company Law of the People's Republic of China [1][2][3] - The company aims to revise its Articles of Association and related rules to enhance corporate governance and comply with the latest regulations from the Shanghai Stock Exchange and other relevant laws [2][3][4] Group 2 - The specific amendments to the Articles of Association include changes to the rights and obligations of shareholders, the structure of the board, and the procedures for shareholder meetings [4][5][6] - The company’s total share capital is stated to be 463.258275 million shares, all of which are ordinary shares [5][6] - The company will not provide financial assistance for others to acquire its shares, except for employee stock ownership plans [6][7]

Summary of Key Points Core Viewpoint - The company has announced the provision for asset impairment to objectively and fairly reflect its financial status and operating results for the first half of 2025, in accordance with relevant accounting standards and policies [1][2]. Group 1: Asset Impairment Provision Overview - The company has recognized a total asset impairment provision of 272,349,303.43 RMB for the period from January to June 2025, which includes credit impairment losses of 272,474,717.40 RMB and asset impairment losses of -125,413.97 RMB [1]. - The credit impairment losses consist of 271,491,843.98 RMB from accounts receivable and 982,873.42 RMB from other receivables [1]. - The company employs an aging analysis method to assess expected credit losses based on credit risk characteristics [1]. Group 2: Specifics of Credit Impairment Losses - The company categorizes receivables into different groups based on credit risk characteristics, with Group One consisting of related party receivables and guarantees not subject to impairment provisions [1]. - Group Two includes other receivables, where the company applies an aging analysis method to calculate expected credit losses [1]. Group 3: Impact of Asset Impairment Provision - The provision for asset impairment is based on the principle of prudence and aligns with accounting standards, reflecting the company's actual situation and providing investors with more reliable and accurate financial information [2][3].

Core Viewpoint - The document outlines the working guidelines for the Board Secretary of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing the importance of compliance, responsibilities, and qualifications for the role to enhance corporate governance and information disclosure quality [2][4]. Group 1: General Provisions - The guidelines aim to promote standardized operations within the company and enhance the role of the Board Secretary [2]. - The Board Secretary is a senior management position responsible to the Board of Directors [2]. - The Board Secretary must adhere to laws, regulations, and the company's articles of association, bearing fiduciary and diligence obligations [2]. Group 2: Qualifications of the Board Secretary - The Board Secretary must possess at least a college degree and have over three years of experience in relevant fields [5]. - Required knowledge includes finance, taxation, law, finance, corporate management, and computer applications [5]. - A good personal character and professional ethics are essential, along with strong communication skills [5]. Group 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for communication with regulatory bodies and ensuring compliance with reporting obligations [6]. - Duties include managing information disclosure, coordinating board meetings, and maintaining confidentiality of insider information [6][7]. - The role involves managing investor relations and ensuring effective communication with stakeholders [6][7]. Group 4: Appointment and Dismissal of the Board Secretary - The company must appoint a Board Secretary within three months of its initial public offering or the previous Secretary's departure [8]. - The Board Secretary cannot hold other positions in the controlling shareholder's unit, and independent directors cannot serve as Board Secretaries [8]. - Dismissal of the Board Secretary requires valid reasons, and the company must report such actions to regulatory bodies [8]. Group 5: Obligations and Support for the Board Secretary - The Board Secretary must act in the best interest of the company and shareholders, avoiding conflicts of interest [10]. - The company is required to provide necessary support and resources for the Board Secretary to fulfill their duties effectively [12]. - A dedicated securities affairs management department should be established to assist the Board Secretary [12]. Group 6: Accountability System for the Board Secretary - If the Board Secretary sells company shares within six months of purchase, the profits must be returned to the company [15]. - The Board Secretary and responsible personnel are liable for any misleading disclosures that result in investor losses [15]. - The company must cooperate with regulatory investigations if the Board Secretary violates laws or regulations [15].

General Principles - The investment management system aims to standardize the external investment behavior of Guangzhou Kingmed Diagnostics Group Co., Ltd., enhance management, mitigate risks, and protect the interests of investors [1] - External investment refers to the company's various forms of investment activities using monetary funds, equity, or assessed physical or intangible assets for future returns [1] Types of Investments - Investments are categorized into short-term and long-term based on duration, with short-term investments being those that can be liquidated within one year, and long-term investments exceeding one year [1] Investment Approval Authority - The company implements a professional management and hierarchical approval system for external investments, with specific thresholds for approval by the shareholders' meeting, board of directors, and general manager [2][4] - Shareholders' meeting approval is required for transactions exceeding 50% of total assets or net assets, or absolute amounts over 50 million yuan [2] - The board of directors can approve transactions exceeding 10% of total assets or net assets, or absolute amounts over 1 million yuan [2] Investment Management Organization - The shareholders' meeting and board of directors serve as decision-making bodies for external investments, while the general manager is responsible for implementing investment projects [8][9] - The finance department manages daily financial operations related to external investments, including funding and compliance with legal requirements [9] Investment Procedures - Short-term investment decisions involve pre-selection of investment opportunities by the general manager's office, with financial assessments provided by the finance department [11] - Long-term investment projects require preliminary evaluations and feasibility studies, followed by board approval [12] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [49] - Annual checks of long-term and short-term investments are mandated, along with regular audits of subsidiaries [51][52] Amendments and Effectiveness - The investment management system is subject to amendments as per national laws and regulations, and it becomes effective upon approval by the shareholders' meeting [55]

Core Points - The document outlines the management system for related party transactions of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to standardize related transactions, enhance operational compliance, and protect the rights of investors, especially minority shareholders [1][2][3] Group 1: General Principles - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and avoiding manipulation of financial indicators [2][3] - Related transactions must not conceal relationships or evade disclosure obligations [2][3] Group 2: Identification of Related Parties and Transactions - Related parties include both legal entities and natural persons who have significant control or ownership over the company [5][6] - Related transactions are defined as those that may lead to the transfer of resources or obligations between the company and its related parties [10][11] Group 3: Reporting and Disclosure - The company is required to maintain and update a list of related parties, ensuring timely reporting of any changes [7][8] - Disclosure of related transactions must comply with relevant regulations, including the Shanghai Stock Exchange rules and accounting standards [10][11] Group 4: Decision-Making and Approval Procedures - Related transactions exceeding certain thresholds must be submitted for board approval and disclosed accordingly [17][18] - Independent directors must review significant related transactions before board approval [25][26] Group 5: Pricing of Related Transactions - Related transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [29][30] - If pricing cannot be determined by standard methods, the company must disclose the principles and methods used for pricing [32] Group 6: Special Provisions for Major Transactions - For significant related transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The company must disclose any discrepancies between actual profits and forecasts for three consecutive years following the transaction [49][50] Group 7: Exemptions from Disclosure - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and approval processes [51][52] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [55][56]

Core Viewpoint - The document outlines the external guarantee management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to regulate external guarantee behaviors, enhance management, control risks, and protect the interests of shareholders and stakeholders [2][3]. Group 1: General Principles - The company establishes this system based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "subsidiary" refers to a controlled subsidiary by the company [2]. - "Guarantee" includes various forms such as loan guarantees, bank letters of credit, and other legal guarantees [2]. Group 2: Approval and Review Procedures - All external guarantees must be approved by the company's shareholders' meeting or board of directors [3]. - Subsidiaries must obtain approval from the company before providing external guarantees [3]. - Guarantees exceeding 10% of the latest audited net assets require shareholders' meeting approval [4]. Group 3: Contract Review and Establishment - A guarantee contract must be established after approval from the board or shareholders [6]. - The contract must comply with relevant laws and clearly define the obligations and rights of both parties [6][10]. - The signing authority must have the board or shareholders' approval for the guarantee [6]. Group 4: Risk Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and managing the guarantee process [7]. - The legal department handles legal disputes arising from guarantees and ensures compliance with legal requirements [7]. - The company must take necessary measures to control risks if the guaranteed party shows signs of default [9]. Group 5: Information Disclosure - The company must disclose guarantee information according to legal requirements and ensure timely reporting of any significant changes [12][48]. - Any department involved in guarantees must report to the board secretary and provide necessary documentation for disclosure [13]. Group 6: Responsibilities of Related Personnel - Individuals signing guarantee contracts without authorization may lead to the company seeking compensation from them [14]. - The board of directors is responsible for ensuring compliance with the guarantee management system and may face liability for violations [14].

Core Points - The document outlines the insider information management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aimed at regulating insider information management, enhancing confidentiality, and preventing insider trading [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: General Provisions - The system applies to the company, its departments, subsidiaries, and associated companies where the company holds a significant influence [1] - The Board of Directors is responsible for the registration and management of insider information personnel, with the Board Secretary organizing the implementation [2] - The company’s Audit Committee supervises the implementation of the insider information management system [2] Group 2: Insider Information and Personnel - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock market prices [3] - The system specifies that insider information personnel must maintain confidentiality and cannot disclose or trade based on insider information before it is publicly disclosed [5][6] Group 3: Registration Management - The company must maintain a record of insider information personnel, including their knowledge of insider information and the circumstances surrounding it [9][10] - Insider information personnel are required to fill out an insider information personnel record upon becoming aware of such information [11] Group 4: Confidentiality Management and Accountability - Insider information personnel have a responsibility to keep insider information confidential and must not leak or misuse it for personal gain [22][23] - The company will impose penalties on personnel who violate confidentiality obligations, including potential legal action [26][27] Group 5: Reporting and Documentation - The company must report insider information personnel records to the Shanghai Stock Exchange and the Guangdong Securities Regulatory Bureau within five trading days after the public disclosure of insider information [14][13] - Documentation related to insider information and personnel must be retained for at least ten years [11]