Core Points - The article outlines the related party transaction management system of Shanghai MicroPort CardioFlow Medtech Co., Ltd, aiming to standardize related party transactions and protect the rights of the company, shareholders, and creditors [1][2] - The system emphasizes principles of honesty, fairness, and transparency in related party transactions, requiring written agreements and objective assessments of transaction benefits [2][4] - The document specifies the definition of related parties and the types of transactions that fall under this management system, including asset purchases, investments, and guarantees [3][9] Group 1 - The management system is established to ensure compliance with relevant laws and regulations, including the Accounting Standards for Business Enterprises and the Shanghai Stock Exchange listing rules [1][2] - Related party transactions must adhere to principles of honesty, equality, voluntariness, and fairness, and should not harm the interests of the company or other shareholders [2][4] - The company must take effective measures to prevent related parties from interfering with its operations through monopolistic practices [2][7] Group 2 - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key management personnel [3][4] - The decision-making authority for related party transactions is outlined, requiring approval from independent directors for significant transactions and shareholder meetings for larger transactions [11][12] - The company must disclose related party transactions that meet certain thresholds, including those involving significant amounts or affecting the company's financial status [6][9]

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][2] - Shanghai MicroPort Endovascular MedTech (Group) Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other regulations [1][2] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 22, 2019, with an initial public offering of 18 million shares [1][3] Company Structure - The registered capital of the company is RMB 123.262117 million [2] - The company is a permanent joint-stock company, and the chairman or general manager serves as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits to provide satisfactory returns to shareholders [4] - The business scope includes the sale of medical devices, technical services, import and export of goods, and property management, among others [4][5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued by the company is 123.262117 million, all of which are ordinary shares [5][6] - The company cannot acquire its own shares except under specific circumstances, such as capital reduction or mergers [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they can request to convene shareholder meetings [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [15][16] - Major shareholders (holding over 5% of shares) must report any pledges of their shares to the company [15][16] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year, and special meetings can be called under certain conditions [22][24] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [26][27] - The company must provide legal opinions on the validity of the meeting procedures and the qualifications of attendees [53][54]

上海微创心脉医疗科技（集团） 股份有限公司 会计师事务所选聘制度 第二条 本制度所称选聘会计师事务所，是指公司根据相关法律法规要求， 聘任会计师事务所对财务会计报告发表审计意见、出具审计报告的行为。公司聘 任会计师事务所从事除财务会计报告审计之外的其他法定审计业务的，可比照本 制度执行。 第三条 公司选聘或解聘会计师事务所，应当经董事会审计委员会（以下简 称"审计委员会"）审议同意后，提交董事会审议，并由股东会审议决定。公司 不得在股东会审议前聘请会计师事务所开展审计业务。 第四条 公司控股股东不得向公司指定会计师事务所，不得干预审计委员会、 董事会及股东会独立履行审核职责。 二零二五年八月 上海微创心脉医疗科技（集团）股份有限公司 会计师事务所选聘制度 上海微创心脉医疗科技（集团）股份有限公司 会计师事务所选聘制度 第一章 总 则 第一条 为进一步规范上海微创心脉医疗科技（集团）股份有限公司（以下 简称"公司"）选聘（含续聘、改聘，下同）会计师事务所的行为，切实维护股 东利益，提高财务信息质量，根据《中华人民共和国公司法》《中华人民共和国 证券法》《上海证券交易所科创板股票上市规则》《国有企业、上市公司选聘 ...

Core Points - The document outlines the management system for the shares held by directors and senior management of Shanghai MicroPort MedBot (Group) Co., Ltd, aiming to enhance market order and protect investors' rights [1][2] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the rules of the Shanghai Stock Exchange [1][2] Summary by Sections General Principles - The system applies to all shares held by directors and senior management, including those in multiple accounts, and mandates compliance with insider trading regulations [2] - Prior to trading, directors and senior management must notify the board secretary in writing, who will verify the company's disclosure status [2][3] Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [3][4] - Trading is also restricted during certain periods, such as before the announcement of annual or quarterly reports [3][4] Information Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes within two trading days through the Shanghai Stock Exchange [5][6] - The company is responsible for ensuring the accuracy and timeliness of these disclosures [5][6] Share and Account Management - Directors and senior management can only transfer up to 25% of their shares annually, with exceptions for certain legal circumstances [7][8] - New shares acquired through various means are subject to specific transfer conditions [7][8] Responsibilities and Penalties - Violations of the trading rules may result in penalties from regulatory bodies, and the company can impose internal disciplinary actions [9][10] - The company must report any illegal trading activities to the relevant authorities [10] Miscellaneous - The system will be executed in accordance with current laws and regulations, and the board of directors holds the interpretation rights [11]

Core Points - The company aims to enhance the quality of information disclosure and ensure the authenticity, accuracy, completeness, timeliness, and consistency of its external information disclosure [1][2] - The information disclosure 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][2] - The company has a continuous responsibility for information disclosure and must treat all shareholders fairly, ensuring equal access to significant information [2][3] Information Disclosure Principles - Information disclosure must be timely, fair, and accurate, avoiding any misleading statements or omissions [3][4] - The company must control the knowledge of undisclosed significant information to a minimum and prevent insider trading [4][5] - If significant undisclosed information leaks or if there are abnormal stock trading activities, the company must take immediate action and report to the Shanghai Stock Exchange [4][5] Types of Disclosure Documents - The main types of disclosure documents include prospectuses, fundraising documents, listing announcements, periodic reports, and temporary reports [2][3] - The company must ensure that all disclosed information is consistent across different platforms and must not use complex jargon or ambiguous expressions [4][5] Periodic Reports - The company is required to disclose annual, semi-annual, and quarterly reports, which must be audited by qualified accounting firms [11][12] - The annual report must be completed and disclosed within four months after the end of each fiscal year, while the semi-annual report must be disclosed within two months after the end of the first half of the fiscal year [11][12] Major Events and Temporary Reports - The company must immediately disclose any major events that could significantly impact stock prices or investor decisions [41][42] - Major events include significant financial losses, legal issues, or changes in management that could affect the company's operations [42][43] Industry Information and Risks - The company must proactively disclose industry information that could significantly impact stock prices or investor decisions [62][63] - It is required to disclose potential risks that could adversely affect its core competitiveness and operational activities [67][68]

Core Viewpoint - The internal audit system of Shanghai MicroPort MedBot (Group) Co., Ltd. aims to enhance corporate governance, standardize economic behavior, improve audit quality, and protect shareholders' rights [1][2]. Group 1: Internal Audit Definition and Objectives - Internal audit is defined as an independent evaluation of the effectiveness of internal controls, risk management, and the authenticity of financial information [1]. - The objectives of internal control include compliance with laws, improving operational efficiency, safeguarding assets, and ensuring accurate information disclosure [1][2]. Group 2: Structure and Responsibilities - The company establishes an audit committee under the board of directors, with a majority of independent directors, including at least one accounting professional [2][3]. - An internal audit department is set up to oversee the authenticity of financial information and the implementation of internal control systems, reporting directly to the audit committee [2][3]. Group 3: Audit Procedures and Requirements - The internal audit department must draft an annual audit plan based on the company's specific circumstances [5]. - Audit procedures include issuing audit notifications, reviewing financial documents, and ensuring the reliability of audit evidence [5][6]. Group 4: Evaluation and Reporting - The internal audit department is responsible for evaluating the effectiveness of internal controls and must submit an internal control evaluation report at least annually [8][9]. - The company must disclose any significant internal control deficiencies or risks identified during audits, along with corrective measures taken [9][11]. Group 5: Incentives and Disciplinary Measures - The company implements an incentive and restraint mechanism for the internal audit department, rewarding outstanding performance and reporting of illegal activities [10]. - Disciplinary actions are outlined for both audited units and internal audit personnel in cases of violations or misconduct [10][12].

Group 1 - The core viewpoint of the article highlights the financial performance of Xinmai Medical, indicating a decline in revenue and profit for the first half of 2025 compared to the previous year [1] - Xinmai Medical reported an operating income of approximately 714 million yuan, a year-on-year decrease of 9.24% [1] - The net profit attributable to shareholders was about 315 million yuan, reflecting a year-on-year decrease of 22.03% [1] - Basic earnings per share were 2.55 yuan, down 22.02% year-on-year [1] - As of the report, Xinmai Medical's market capitalization stood at 14.6 billion yuan [1] Group 2 - The article also mentions a significant growth opportunity in the pet industry, which is projected to reach a market size of 300 billion yuan, indicating a booming sector with rising interest from listed companies [1]

Core Viewpoint - Shanghai MicroPort Endovascular Medical Technology (Group) Co., Ltd. reported a significant decrease in revenue and net profit for the first half of 2025 compared to the same period in 2024, alongside a proposed cash dividend distribution to shareholders [1][4]. Financial Performance - Total revenue for the first half of 2025 was approximately 714.43 million yuan, a decrease of 9.24% compared to 787.17 million yuan in the same period of 2024 [4]. - Net profit attributable to shareholders was approximately 270.83 million yuan, down 29.96% from 386.65 million yuan year-on-year [4]. - The cash dividend proposed is 13.00 yuan per 10 shares, amounting to a total distribution of approximately 236.82 million yuan, which represents 75.26% of the net profit for the first half of 2025 [1]. Shareholder Information - As of July 31, 2025, the total number of shares was 123,262,117, with 2,178,271 shares held in a repurchase account [1]. - The largest shareholder, MicroPort Endovascular China Corp. Limited, holds 39.77% of the shares [5]. Asset Overview - Total assets at the end of the reporting period were approximately 4.60 billion yuan, reflecting a 7.29% increase from 4.29 billion yuan at the end of the previous year [2].

[Important Notice and Profit Distribution Plan](index=2&type=section&id=Important%20Notice%20and%20Profit%20Distribution%20Plan) This report confirms the semi-annual report's integrity, highlights major risks, and details the 2025 semi-annual profit distribution plan, including a 13.00 yuan cash dividend per 10 shares - The report is unaudited, and all directors attended the board meeting, declaring the financial report to be true, accurate, and complete[5](index=5&type=chunk) - The company has detailed potential risks in Section III "Management Discussion and Analysis", "IV. Risk Factors" of this report[4](index=4&type=chunk) 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount/Ratio | | :--- | :--- | | Cash Dividend per 10 Shares (tax incl.) (yuan) | 13.00 | | Total Proposed Cash Dividend (tax incl.) (yuan) | 157,408,999.80 | | Total Cash Dividend and Repurchase Amount (yuan) | 236,817,953.61 | | As % of H1 2025 Net Profit Attributable to Parent | 75.26% | | Total Cash Dividend and Repurchase and Cancellation Amount (yuan) | 157,408,999.80 | | As % of H1 2025 Net Profit Attributable to Parent | 50.03% | [Section I Definitions](index=5&type=section&id=Section%20I%20Definitions) This section defines common and professional terms, including company names, regulatory bodies, medical technologies, and policies, for clear report understanding - Common terms include company and related party names such as "CardioFlow Medical", "Shanghai Lanmai", "MicroPort Medical", and regulatory and certification terms like "NMPA" and "CE Certificate"[13](index=13&type=chunk) - Professional terms cover anatomical concepts like "aorta", "thoracic aorta", "abdominal aorta", "aortic arch", "peripheral vessels", and medical technologies and policies such as "aortic dissection", "TEVAR procedure", "TIPS", and "DRGs payment policy"[13](index=13&type=chunk)[14](index=14&type=chunk) [Section II Company Profile and Key Financial Indicators](index=6&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section outlines company basics, stock info, and key financial indicators for H1 2025, noting a year-on-year decline in revenue and net profit [I. Company Basic Information](index=6&type=section&id=I.%20Company%20Basic%20Information) This section details the company's registration, contact information, stock overview, and information disclosure channels - The company's full name is Shanghai MicroPort CardioFlow Medical Technology (Group) Co., Ltd., abbreviated as CardioFlow Medical, with Zhu Qing as its legal representative[16](index=16&type=chunk) - The company's stock code is **688016**, listed on the STAR Market of the Shanghai Stock Exchange[20](index=20&type=chunk) - The company's information disclosure newspapers are China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily, with the semi-annual report available at http://www.sse.com.cn[19](index=19&type=chunk) [II. Key Accounting Data and Financial Indicators](index=7&type=section&id=II.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) H1 2025 saw revenue, total profit, and net profit decline, with basic and diluted EPS also decreasing, alongside reduced ROE and R&D intensity Key Accounting Data (Jan-Jun 2025 vs Prior Period) | Indicator | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 714,429,779.98 | 787,174,656.18 | -9.24 | | Total Profit (yuan) | 366,935,691.12 | 471,155,238.14 | -22.12 | | Net Profit Attributable to Listed Company Shareholders (yuan) | 314,647,223.94 | 403,523,612.05 | -22.03 | | Net Cash Flow from Operating Activities (yuan) | 318,603,321.20 | 342,138,859.57 | -6.88 | Key Financial Indicators (Jan-Jun 2025 vs Prior Period) | Indicator | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic EPS (yuan/share) | 2.55 | 3.27 | -22.02 | | Diluted EPS (yuan/share) | 2.55 | 3.27 | -22.02 | | Weighted Average ROE (%) | 8.16 | 10.15 | Decrease by 1.99 percentage points | | R&D Investment as % of Operating Revenue (%) | 8.85 | 11.98 | Decrease by 3.13 percentage points | Balance Sheet Data (Current Period End vs Prior Year End) | Indicator | Current Period End | Prior Year End | Change (%) | | :--- | :--- | :--- | :--- | | Net Assets Attributable to Listed Company Shareholders (yuan) | 4,030,319,620.37 | 3,791,843,035.70 | 6.29 | | Total Assets (yuan) | 4,604,264,927.34 | 4,291,597,451.31 | 7.29 | [III. Differences in Accounting Data Under Domestic and Overseas Accounting Standards](index=8&type=section&id=III.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20Overseas%20Accounting%20Standards) There are no differences in the company's accounting data under domestic and overseas accounting standards during the reporting period - There are no differences in the company's accounting data under domestic and overseas accounting standards[24](index=24&type=chunk) [IV. Non-Recurring Gains and Losses Items and Amounts](index=8&type=section&id=IV.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section lists H1 2025 non-recurring gains and losses, totaling 43,821,611.68 yuan, primarily from government grants and financial asset fair value changes Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Government Grants Recognized in Current Profit/Loss | 44,905,553.42 | | Fair Value Changes and Disposal Gains/Losses from Financial Assets/Liabilities Held by Non-Financial Enterprises (Excluding Effective Hedging Related to Normal Operations) | 7,659,856.97 | | Non-Current Asset Disposal Gains/Losses | -3,956.26 | | Other Non-Operating Income and Expenses Apart from the Above | -170,595.42 | | Less: Income Tax Impact | 7,325,665.13 | | Minority Interest Impact (After Tax) | 1,243,581.90 | | **Total** | **43,821,611.68** | [V. Net Profit After Deducting Share-Based Payment Impact (Optional for Companies with Equity Incentive/Employee Stock Ownership Plans)](index=9&type=section&id=V.%20Net%20Profit%20After%20Deducting%20Share-Based%20Payment%20Impact%20(Optional%20for%20Companies%20with%20Equity%20Incentive%2FEmployee%20Stock%20Ownership%20Plans)) Net profit attributable to shareholders after deducting share-based payment impact for H1 2025 was 322,883,294.70 yuan, a 21.64% year-on-year decrease Net Profit After Deducting Share-Based Payment Impact | Indicator | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Share-Based Payment Impact (yuan) | 322,883,294.70 | 412,043,720.68 | -21.64 | [VI. Explanation of Non-GAAP Performance Indicators](index=9&type=section&id=VI.%20Explanation%20of%20Non-GAAP%20Performance%20Indicators) The company has no non-GAAP performance indicators to explain during the reporting period - The company has no non-GAAP performance indicators to explain[28](index=28&type=chunk) [Section III Management Discussion and Analysis](index=9&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) This section discusses the company's industry, operations, core competencies, and risks, noting leading market position but declining H1 revenue and profit due to market changes [I. Industry and Main Business Overview During the Reporting Period](index=9&type=section&id=I.%20Industry%20and%20Main%20Business%20Overview%20During%20the%20Reporting%20Period) The company leads in aortic and peripheral vascular interventional devices, expanding globally, but H1 2025 revenue and profit declined due to market and pricing adjustments - The company's main business covers R&D, production, sales, and services of aortic and peripheral vascular interventional medical devices, committed to providing medical solutions for blood circulation diseases[29](index=29&type=chunk) - The company has a comprehensive product portfolio and leading scale in aortic interventional medical devices, successfully developing several domestically first-of-its-kind or globally first products, such as Castor® Branched Aortic Stent Graft[29](index=29&type=chunk)[30](index=30&type=chunk) - In H1 2025, Cratos® Bran

格隆汇8月26日｜心脉医疗公告，2025年上半年营业收入7.14亿元，同比下降9.24%。净利润3.15亿元， 同比下降22.03%。公司拟向全体股东每10股派发现金红利13元（含税），拟派发现金红利总额为1.57亿 元（含税）。现金分红和回购金额合计2.37亿元，占2025年上半年归属于上市公司股东净利润的比例为 75.26%。 ...