北京市中伦（上海）律师事务所 关于苏州麦迪斯顿医疗科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 二〇二五年六月 法律意见书 本所律师根据《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》 （以下简称"《股东会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业 规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、规章、规范性文件及《苏州麦迪斯顿医疗科技股份有限公司章程》（以下 简称"《公司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、 出席会议人员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员 资格、会议表决程序及表决结果的合法性发表意见，不对本次会议所审议的议案 - 1 - 法律意见书 北京市中伦（上海）律师事务所 关于苏州麦迪斯顿医疗科技股份有限公司 2025 年第一次临时股东大会的 ...

Group 1 - The core viewpoint of the article is the strategic partnership between Shanghai Robotics Industry Technology Research Institute and Midea Technology (603990) to enhance the application of intelligent robots in healthcare, rehabilitation, and elderly care sectors [1] - The collaboration will focus on the joint development of embodied intelligent datasets, standardization construction, and scenario-based applications in the medical and wellness fields [1] - The partnership aims to promote the technological implementation and industrial ecosystem construction of intelligent robots in various healthcare-related scenarios [1]

Group 1 - The core viewpoint of the article highlights that Shangya Investment has conducted research on Medtronic Technology, which has been deeply engaged in medical information technology for twenty years and has developed integrated solutions covering over 2,400 medical institutions nationwide [1] - Medtronic Technology is in a phase of scale expansion and structural upgrading, indicating long-term growth potential. Traditional business growth points include smart surgery and emergency rescue, with competitive enhancement measures such as the introduction of large model technology and improved system collaboration capabilities [1] - The company is actively expanding into AI smart healthcare, low-altitude emergency rescue, and health care robotics, ensuring sufficient funding by changing the use of raised funds [1] Group 2 - The smart health care platform developed by Medtronic Technology addresses various needs of the elderly, including emotional support, medical care, health care, and safety monitoring, positioning the company as a comprehensive solution provider for smart health care [1] - The business model of Medtronic Technology is based on the delivery of integrated solutions combining software and hardware, leveraging high-quality medical data resources and complex scenario solution design capabilities in the humanoid robot sector [1] - The low-altitude emergency rescue business has launched an intelligent ED drone rescue solution, with plans for pilot deployment in Suzhou [1]

Core Viewpoint - The company, Madi Technology, is experiencing growth in its core business of medical information technology, focusing on expanding its scale and upgrading its structure, with significant long-term growth potential in the healthcare IT sector [1][3]. Group 1: Company Performance - As of June 27, 2025, Madi Technology's stock closed at 16.1 yuan, a 5.92% increase from the previous week, with a market capitalization of 4.931 billion yuan [1]. - The company’s core products, DoCare and DoRicon, are utilized in over 2,400 medical institutions across China, including nearly 1,200 tertiary hospitals [1]. Group 2: Business Development - Madi Technology is focusing on the development of a "software platform + smart hardware + algorithm engine" product system, targeting areas such as smart surgery and emergency rescue [1][2]. - The company has established an innovation department to focus on new business development, reallocating 43.5479 million yuan of previously raised funds for the "Innovation Product R&D Center Project" [2]. Group 3: Industry Trends - The healthcare IT spending in China is projected to reach 84.57 billion yuan by 2025, indicating a high growth phase for the industry [1]. - The company is positioning itself as a supplier of comprehensive smart healthcare solutions and is actively participating in pilot projects and the construction of smart healthcare platforms [4]. Group 4: Strategic Initiatives - Madi Technology is committed to building a data asset operation platform, exploring a closed-loop path from data collection to data assetization [3]. - The company is enhancing its clinical information systems and emergency rescue capabilities by integrating AI technologies to support decision-making and data management [3][4]. Group 5: Financial Management - The company has completed the implementation of several fundraising projects and has established new agreements for the management of raised funds to protect investor rights [5].

Fundraising Overview - The company has completed a non-public offering of 19,863,488 shares at a price of RMB 36.63 per share, raising a total of RMB 727.60 million, with a net amount of RMB 706.64 million after deducting issuance costs [1] - The company plans to use surplus funds of RMB 192.37 million from the completed project "Regional Emergency and Critical Care Collaborative Treatment System Platform" for new projects and to supplement working capital [2][3] Project Funding Details - The "Regional Emergency and Critical Care Collaborative Treatment System Platform" project utilized RMB 175.04 million of the raised funds, while the new project based on AI technology will receive RMB 129.85 million, and RMB 62.52 million will be used for working capital [2][3] - As of May 31, 2025, the total amount of funds raised and utilized for the projects is detailed in a table format, showing specific amounts for each project [3] Account Management - The company has closed certain fundraising special accounts and transferred the remaining funds to new project accounts, following the completion of the relevant projects [3][4] - New fundraising special accounts have been established with banks, and three-party and four-party supervision agreements have been signed to ensure proper management and usage of the funds [5][6] Regulatory Compliance - The agreements stipulate that the funds in the special accounts are to be used solely for designated projects and cannot be withdrawn as cash or used for other purposes [7][14] - The company and its partners are required to comply with various laws and regulations, including anti-bribery and anti-money laundering provisions [10][12][20] Monitoring and Reporting - The underwriting institution is responsible for ongoing supervision of the fund usage, with provisions for regular audits and reporting to ensure compliance with the agreements [8][21] - Monthly account statements will be provided to the company, and any significant withdrawals must be reported to the underwriting institution [16][22] Conclusion - The company is taking steps to ensure effective management of the raised funds, compliance with regulatory requirements, and protection of investor interests through structured agreements and oversight mechanisms [19][23]

证券代码：603990 证券简称：麦迪科技 公告编号：2025-044 苏州麦迪斯顿医疗科技股份有限公司 关于注销、开立募集资金专项账户并签订募集资金三方、四方监 管协议的公告 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。 一、募集资金基本情况 经中国证券监督管理委员会《关于核准苏州麦迪斯顿医疗科技股份有限公司 非公开发行股票的批复》（证监许可[2020]2137号）核准，苏州麦迪斯顿医疗科 技股份有限公司（以下简称"麦迪科技"或"公司"）采用非公开发行方式发行 人民币普通股（A股）股票，每股面值为人民币1.00元，发行数量19,863,488股， 发行价格为每股人民币36.63元，募集资金总额为人民币727,599,565.44元，减 除发行费用人民币20,962,253.90元后，募集资金净额为706,637,311.54元。上 述募集资金到位情况经中汇会计师事务所（特殊普通合伙）审验，并出具中汇会 验[2020]6654号《验资报告》。 2025年4月28日，公司召开第四届董事会第三十一次会议、第四届监事会第 十五次会 ...

Group 1 - The core viewpoint of the news is that Jingxi Investment has conducted research on Medtronic Technology, which specializes in integrated solutions for medical information technology and has a strong focus on rehabilitation robots [1] - Medtronic Technology has developed a three-in-one product system consisting of software platforms, smart hardware, and algorithm engines, targeting high-end hospitals, nursing homes, and specialized rehabilitation institutions [1] - The company’s rehabilitation robots offer eight core functional modules and are positioned as a comprehensive solution provider in the smart healthcare sector, with plans to expand into international markets after accumulating localized case studies [1] Group 2 - Medtronic Technology's products are not currently registered as medical devices, but future treatment-related operations will be evaluated for potential inclusion under medical device management [1] - The company aims to gradually expand its product offerings from high-end clients to the mid-range and below in the elderly care market, focusing on product lightweighting and standardization [1] - The technology for wheeled non-humanoid robots is mature, indicating potential for large-scale deployment, while humanoid robots are primarily used for demonstration purposes [1]

Core Points - Suzhou Mediston Medical Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Jiangsu Provincial Market Supervision Administration [3][4] - The company was approved by the China Securities Regulatory Commission for its initial public offering of RMB ordinary shares (A shares) on November 11, 2016, and was listed on the Shanghai Stock Exchange on December 8, 2016 [3][4] - The registered capital of the company is RMB 306,282,731 [4] - The company aims to improve the overall level of medical informationization in China and become a leading provider of clinical information system products and solutions [8] Company Structure - The company has established a Party Committee as part of its corporate governance structure, which integrates party activities with business operations [5][6] - The Party Committee is responsible for ensuring the implementation of the party's policies and maintaining political alignment with the central government [6][7] - The company has a management structure that includes a general manager as the legal representative and a board of directors [4][5] Business Objectives - The company's business philosophy focuses on creating value for customers and safeguarding life, with a goal of advancing digital hospital construction [8] - The business scope includes the research and development of medical devices, software and hardware, medical robot navigation systems, and providing technical services related to information networks and data processing [8][9] Share Structure - The company issues ordinary shares, with a total of 306,282,731 shares, each with a par value of RMB 1 [10][29] - The founding company holds 60 million shares, representing 100% of the initial share capital [10] - The company adheres to principles of fairness and transparency in its share issuance [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the company's articles of association [14][15] - The company has established procedures for shareholder meetings, including the rights to propose agenda items and the requirement for a minimum attendance for decision-making [19][20] Governance and Compliance - The company is required to submit significant matters for shareholder approval, ensuring compliance with legal and regulatory standards [21][22] - The governance structure includes provisions for independent directors and mechanisms for accountability in decision-making [19][20]

Core Viewpoint - The company, Suzhou Mediston Medical Technology Co., Ltd., has received approval for its non-public issuance of A-shares and is utilizing its own funds to pay for part of the fundraising investment projects, subsequently replacing these with the raised funds in an equal amount [1][2][9] Fundraising Overview - The company issued 19,863,488 shares at a price of 36.63 yuan per share, raising a total of approximately 727.6 million yuan, with a net amount of about 706.6 million yuan after deducting issuance costs [2][3] Fund Utilization - As of May 31, 2025, the company has allocated funds to two main projects: the Regional Emergency and Critical Care Collaborative Rescue System Platform and the Product Service Upgrade Project based on AI technology, with a total intended investment of approximately 733.5 million yuan and 498.4 million yuan already utilized [3][4] Reasons for Using Own Funds - The company faced challenges in directly using raised funds for certain operational expenses such as salaries, social security, and office costs, which necessitated the use of its own funds initially [5][6] Replacement Process - The company plans to replace the amounts paid with raised funds through a structured process, ensuring compliance with regulations and maintaining efficient fund management [6][7] Impact on Company - The use of self-funds for project expenses followed by replacement with raised funds is expected to enhance fund utilization efficiency and reduce financial costs, aligning with the interests of the company and its shareholders [5][9] Approval Procedures - The company’s board and supervisory committee have approved the use of self-funds for project expenses and the subsequent replacement with raised funds, fulfilling necessary procedural requirements [8][9]

证券代码：603990 证券简称：麦迪科技 公告编号：2025-038 苏州麦迪斯顿医疗科技股份有限公司 第四届监事会第十六次会议决议公告 具体内容详见公司同日披露的《关于使用自有资金支付募投项目部分款项并 以募集资金等额置换的公告》。 表决结果：同意 3 票；反对 0 票；弃权 0 票。 特此公告。 苏州麦迪斯顿医疗科技股份有限公司监事会 一、监事会会议召开情况 苏州麦迪斯顿医疗科技股份有限公司（以下简称"公司"、"麦迪科技"）第 四届监事会第十六次会议于 2025 年 6 月 13 日以通讯表决的方式召开。本次监事 会会议通知于 2025 年 6 月 12 日以邮件形式发出，经全体监事同意，豁免本次监 事会提前书面通知的要求。会议由监事会主席姜军先生召集，会议应出席监事 3 名，实际出席监事 3 名，董事会秘书列席了本次会议。会议召集及召开方式符合 《中华人民共和国公司法》和《苏州麦迪斯顿医疗科技股份有限公司章程》等有 关规定，所形成的决议合法有效。 二、监事会会议审议情况 （一）审议并通过了《关于使用自有资金支付募投项目部分款项并以募集资金 等额置换的议案》； 监事会认为：公司及子公司使用自有资金支付募 ...