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 ...

Core Viewpoint - The company is addressing significant financial losses and proposing measures to enhance its operational efficiency and expand its business scope in response to the challenges faced in the photovoltaic industry [4][5][7]. Group 1: Financial Situation - As of December 31, 2024, the company's undistributed profits amounted to -238,824,801.42 yuan, with unremedied losses exceeding one-third of the paid-in capital of 306,282,731.00 yuan [4]. - The primary reason for the losses is attributed to a mismatch in supply and demand within the photovoltaic industry, leading to a decline in gross profit margins [4]. Group 2: Proposed Measures - The company plans to enhance cost optimization and expense control after divesting from the photovoltaic business, focusing on improving profitability [5]. - The strategy includes advancing medical information technology towards platformization, regionalization, and intelligence, while exploring new business opportunities through innovative technology applications [5]. Group 3: Business Scope Expansion - The company proposes to expand its business scope to include the research and development of intelligent robots, manufacturing and sales of service consumer robots, and sales of intelligent unmanned aerial vehicles [6][7]. - The changes in the business scope will require approval from the market supervision administration and will be reflected in the company's articles of association [7].

Core Viewpoint - The company has approved the use of its own funds to pay for part of the fundraising project expenses and will subsequently replace these with equivalent amounts from the raised funds, enhancing the efficiency of fund usage and reducing financial costs [1][4][5]. Fundraising Basic Information - The company raised a total of RMB 706.64 million through a non-public offering of 19,863,488 shares at a price of RMB 36.63 per share, with the funds stored in a dedicated account [1][2]. Fundraising Usage Status - As of May 31, 2025, the company has utilized RMB 49.84 million of the raised funds out of a planned investment of RMB 73.35 million for various projects, including the "Regional Emergency Collaborative Rescue System Platform" and the "AI-based Product Service Upgrade Project" [2][3]. Reasons for Using Own Funds - The company and its subsidiaries opted to use their own funds for initial payments due to regulatory requirements regarding salary payments and tax obligations, as well as to streamline operational efficiency by avoiding lengthy approval processes for small expenses [4][5]. Operational Process for Fund Replacement - The company will establish a detailed ledger for payments made with its own funds and will initiate a monthly replacement process to transfer equivalent amounts from the fundraising account back to its own accounts, ensuring proper documentation and compliance with regulations [6]. Impact on the Company - This approach is expected to improve fund usage efficiency and reduce financial costs without affecting the normal operation of the company or the implementation of fundraising projects, thus aligning with the interests of all shareholders [5][7]. Review Procedures and Opinions - The board of directors and the supervisory board have approved the use of own funds for project payments, confirming that the process adheres to necessary legal and regulatory requirements, and the sponsor has verified that this does not conflict with the fundraising project implementation [7][8].

Core Viewpoint - The company, Suzhou Mediston Medical Technology Co., Ltd., is planning to expand its business scope to include the research and development of intelligent robots, manufacturing and sales of service consumer robots, and sales of intelligent unmanned aerial vehicles, in order to accelerate its innovative business development [1][2]. Group 1: Business Scope Changes - The company intends to add the following activities to its business scope: research and development of intelligent robots, manufacturing of service consumer robots, sales of service consumer robots, and sales of intelligent unmanned aerial vehicles [1]. - The previous business scope included the research and development of medical devices, computer software and hardware, medical robot navigation systems, minimally invasive surgical platform systems, and mechatronic products, among others [1]. - The updated business scope will still encompass the original activities while incorporating the new areas of focus [1]. Group 2: Company Charter Revision - The company will revise its Articles of Association to reflect the changes in its business scope [1]. - Other provisions in the Articles of Association will remain unchanged [1]. - The proposed changes will require approval from the shareholders' meeting and must be registered with the market supervision administration [2].

Group 1 - The company approved the use of up to RMB 200 million of idle raised funds for cash management, ensuring it does not affect the progress and safety of the investment projects [1][2] - The company has redeemed a structured deposit product with a principal of RMB 30 million, earning a financial return of RMB 53,000 [1][2] - As of the announcement date, there are no overdue amounts related to the purchased products, and the balance of raised funds used for purchasing products is RMB 0 [2]

Overview - The company, Suzhou Mediston Medical Technology Co., Ltd., reported an unallocated loss of -238,824,801.42 yuan as of December 31, 2024, which exceeds one-third of its paid-in capital of 306,282,731.00 yuan [1][2] Loss Reasons - The significant loss is attributed to a mismatch in supply and demand within the photovoltaic industry, leading to a decline in industry chain prices and market demand, which resulted in a decrease in gross profit margin for the photovoltaic business [1] Response Measures - Following the formal divestment from the photovoltaic business, the company plans to enhance cost optimization and expense control to improve profitability [2] - The company aims to focus on "medical digitization," promoting the development of medical information technology towards platformization, regionalization, and intelligence [2] - The company will strengthen its core business in medical information and assisted reproductive services while exploring new business development opportunities through innovative technology applications [2] - A market-oriented approach will be adopted to advance new product research and development, increase market expansion efforts, and solidify the company's market position and brand advantage [2]

申万宏源证券承销保荐有限责任公司 关于苏州麦迪斯顿医疗科技股份有限公司 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 换的核查意见 苏州麦迪斯顿医疗科技股份有限公司（以下简称"麦迪科技"、"发行 人"或"公司"）于 2022 年 6 月 22 日召开 2022 年第二次临时股东大会，审议 通过了关于公司 2022 年非公开发行 A 股股票（以下简称"2022 年非公开发 行"）的相关议案，并于 2022 年 8 月 4 日与申万宏源证券承销保荐有限责任公 司（以下简称"申万宏源承销保荐"或"保荐机构"）就 2022 年非公开发行签 署了《苏州麦迪斯顿医疗科技股份有限公司与申万宏源证券承销保荐有限责任 公司关于 2022 年非公开发行之保荐协议》，聘请申万宏源承销保荐担任公司 2022 年非公开发行的保荐机构。因公司 2020 年非公开发行的募集资金尚未使 用完毕，由申万宏源承销保荐承接公司于 2020 年 12 月完成的非公开发行股票 剩余的持续督导工作。 申万宏源承销保荐作为承接麦迪科技 2020 年非公开发行股票的继任保荐机 构，根据《证券发行上市保荐业务管理办法》《上海证券交易所上市公司自律 监管 ...

苏州麦迪斯顿医疗科技股份有限公司 章 程 2025 年 6 月 | | | 苏州麦迪斯顿医疗科技股份有限公司 章 程 第一章 总 则 第一条 为维护苏州麦迪斯顿医疗科技股份有限公司（以下简称"公司"）、 股东和债权人的合法权益，规范公司的组织和行为，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》"） 和其他有关规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由苏州麦迪斯顿医疗科技有限公司以整体变更的方式发起设立的股 份有限公司，在江苏省市场监督管理局注册登记，取得营业执照，统一社会信用 代码：913200006933449995。 第三条 公司于 2016 年 11 月 11 日经中国证券监督管理委员会（以下简称"中 国证监会"）核准，首次向社会公众发行人民币普通股 A 股，于 2016 年 12 月 8 日在上海证券交易所上市。 第四条 公司注册名称：苏州麦迪斯顿医疗科技股份有限公司。 英文名称：Suzhou MedicalSystem Technology Co., Ltd. 第五条 公司住所：苏州工业园区 ...