Core Points - The report details the fundraising and usage of funds by Shanghai MicroPort MedBot (Group) Co., Ltd. for the first half of 2025, ensuring compliance with relevant regulations [1][10] - The company raised a total of RMB 832.14 million from its initial public offering (IPO) in 2019 and RMB 1.81 billion from a subsequent issuance to specific investors in 2022 [1][10] - As of June 30, 2025, the remaining balance of the funds raised from the IPO was RMB 25.49 million, while the balance from the 2022 issuance was RMB 1.17 billion [1][10] Fundraising Overview - The company issued 18 million shares at RMB 46.23 per share in 2019, raising RMB 832,140,000, with a net amount of RMB 729,658,867.93 after deducting issuance costs [1][10] - In 2022, the company issued 10,748,106 shares at RMB 168.33 per share, raising RMB 1,809,228,682.98, with a net amount after costs not specified [1][10] Fund Usage and Balance - As of June 30, 2025, the company had used RMB 166,937.06 from the IPO funds, primarily for the development of medical devices [1][10] - The remaining balance of the IPO funds was RMB 25,494,864.34, while the 2022 issuance funds had a balance of RMB 1,174,150,962.83 after using RMB 89,446,375.42 during the reporting period [1][10] Fund Management - The company has established a dedicated fund management system to ensure that the raised funds are used appropriately and in compliance with regulations [1][10] - The funds are stored in special accounts, and the company has adhered to strict approval procedures for fund usage [1][10] Project Updates - The company has not reported any early investments or replacements of funds for the projects during the reporting period [1][10] - There were no instances of using idle funds for temporary working capital during this period [1][10] Future Plans - The company plans to extend the construction period for the "Global Headquarters and Innovation and Industrialization Base Project" to September 2027 due to various construction challenges [1][10][12]

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, with the audit committee of the board taking over the supervisory functions as per the Company Law [1][2] - The decision to cancel the supervisory board was approved in the eighth meeting of the third board of directors held on August 26, 2025, and will be submitted for approval at the first extraordinary general meeting of shareholders in 2025 [1][2] - The company will revise its articles of association and handle the necessary business registration changes, which will also require approval from the shareholders' meeting [2] Group 2 - The company plans to revise and add certain management systems in accordance with the latest regulations and its actual situation, with some requiring shareholder approval [2] - The revised management systems include regulations on the management of shares held by directors and senior management, which have been approved by the board but require shareholder approval to take effect [2] Group 3 - The company will disclose the revised articles of association and management systems on the Shanghai Stock Exchange website [2][3] - The amendments to the articles of association include changes to the roles and responsibilities of the legal representative and the management of company assets [3][4]

Core Viewpoint - The report evaluates the implementation and effects of the company's "Quality Improvement and Efficiency Enhancement" action plan for 2025, emphasizing the focus on enhancing operational efficiency, market competitiveness, and investor returns while navigating challenges in revenue and costs [1][2][3]. Group 1: Financial Performance - The company achieved total operating revenue of 714.43 million yuan, a decrease of 9.24% compared to the same period last year [1]. - Operating costs increased by 19.37% to 220.13 million yuan, while sales and management expenses rose by 53.68% and 32.00%, respectively, primarily due to the expansion of the overseas sales team following the acquisition of Lombard [1]. - The company reported an operating profit of 367.11 million yuan, down 22.35%, and a net profit attributable to shareholders of 314.65 million yuan, a decrease of 22.03% year-on-year [1]. Group 2: Product Development and Market Expansion - The company focuses on continuous product innovation, with significant R&D investments leading to the approval of several innovative products, including the Aortic Stent Graft System and the HepaFlow Tips [1][2]. - As of June 30, 2025, the company had submitted 741 patent applications, with 252 patents granted, including 89 domestic invention patents [2]. - International sales revenue reached 123 million yuan, a year-on-year increase of 95.22%, accounting for 17.25% of total revenue, with products sold in 45 countries and regions [3][4]. Group 3: Investor Returns and Governance - The company emphasizes shareholder returns, having distributed a total of 629.66 million yuan in cash dividends since its listing, with a proposed cash dividend of 1.30 yuan per share for 2025 [4][5]. - The total amount of cash dividends and share buybacks for 2024 reached 365.81 million yuan, representing 72.86% of the net profit attributable to shareholders [4]. - The company is committed to enhancing its governance structure and internal control systems to ensure compliance and protect shareholder rights [6][7]. Group 4: Communication and Investor Relations - The company maintains a strong commitment to information disclosure and investor communication, utilizing various channels to engage with investors and provide insights into its operations and strategies [6][7]. - The management team actively participates in investor meetings and events to enhance transparency and build trust with stakeholders [6][7].

Core Viewpoint - The company will participate in the 2025 semi-annual performance briefing for the medical device industry on September 17, 2025, to discuss its operational results and financial status with investors [1][2]. Group 1: Meeting Details - The meeting is scheduled for September 17, 2025, from 15:00 to 17:00 [2][3]. - The location of the meeting is the Shanghai Stock Exchange Roadshow Center, accessible online [2][3]. - The format of the meeting will be an online interactive session [2][3]. Group 2: Participation Information - Investors can participate in the meeting by logging into the Shanghai Stock Exchange Roadshow Center on the scheduled date [3]. - Investors are encouraged to submit questions from September 10 to September 16, 2025, via the designated email or the online platform [3]. - The company will address commonly asked questions during the briefing [3]. Group 3: Attendees - Key attendees include Dr. Zhu Qing (CEO), Mr. Ye Xiaojie (Independent Director), Mr. Liu Hao (VP of Treatment Solutions), Mr. Qiu Genyong (Secretary of the Board), and Ms. Li Chunfang (Senior Financial Director) [2].

Core Viewpoint - The document outlines the independent director working system of Shanghai MicroPort MedBot (Group) Co., Ltd, emphasizing the governance structure, responsibilities, and qualifications of independent directors to ensure the protection of minority shareholders' rights and the overall interests of the company [1][2][3]. Group 1: General Principles - The independent director system aims to enhance the corporate governance structure and ensure compliance with relevant laws and regulations [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are obligated to act in good faith and diligence, focusing on the interests of all shareholders, particularly minority shareholders [1][3]. Group 2: Appointment and Qualifications - The board of directors must have at least one-third of its members as independent directors, including at least one accounting professional [2]. - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - Candidates for independent directors must not have any significant relationships or interests that could compromise their independence [4][5]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10]. - They have the authority to hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. - Independent directors must attend board meetings and provide clear opinions on agenda items, with specific procedures for voting and dissenting opinions [11][12]. Group 4: Reporting and Communication - Independent directors are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [14][15]. - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [17][18]. - Any obstacles faced by independent directors in exercising their rights must be reported to regulatory authorities [17][18]. Group 5: Compensation and Support - The company is responsible for covering the costs associated with independent directors' duties, including hiring external advisors [46]. - Independent directors should receive compensation commensurate with their responsibilities, which must be approved by the board and disclosed in the annual report [48][49].

Core Points - The article outlines the fundraising management system of Shanghai MicroPort CardioMed Technology (Group) Co., Ltd, aiming to enhance the safety and efficiency of fund usage while protecting investors' rights [2][21] - 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] Fundraising Management - The company defines fundraising as funds raised through the issuance of securities to unspecified or specific objects, excluding funds raised for equity incentive plans [2] - Upon receipt of funds, the company must promptly conduct verification procedures and ensure that funds are stored in a designated account approved by the board of directors [4][6] - The board of directors is responsible for the management and usage of the raised funds, with oversight from the audit committee and sponsor institutions [2][3] Fund Storage - Funds must be stored in a special account dedicated to fundraising, and cannot be used for other purposes [4][6] - A tripartite supervision agreement must be signed with the sponsor institution and the commercial bank within one month of the funds being received [6] Fund Usage - The company must use the raised funds in accordance with the approved investment plans and must disclose any significant deviations from these plans [9][10] - If a project cannot be completed within the original timeframe, the company must disclose the reasons and the current status of the funds [10][11] - The company is prohibited from using the funds for financial investments or providing them to controlling shareholders for improper benefits [12][13] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [20][21] - The company must conduct feasibility analyses for new investment projects and ensure that they align with the main business operations [22][23] Oversight and Reporting - The company is required to regularly disclose the status of fund usage and any changes in investment plans in its annual and semi-annual reports [16][20] - The sponsor institution or independent financial advisor must conduct ongoing supervision and report any irregularities to the Shanghai Stock Exchange [16][17]

上海微创心脉医疗科技（集团） 股份有限公司 对外投资管理制度 二零二五年八月 第一章 总 则 第一条 为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"）的重大经营及投资决策程序，建立系统完善的重大经营及投资决策机 制，确保决策的科学、规范、透明，有效防范各种风险，保障公司和股东的利益， 根据《中华人民共和国公司法》（以下简称"《公司法》"）等法律、行政法规、 规范性文件及《上海微创心脉医疗科技（集团）股份有限公司章程》（以下简称 "《公司章程》"），并参照中国证监会及证券交易所的相关规定，结合公司的 实际情况，特制定本制度。 第二条 重大经营与投资决策管理的原则： 第三条 公司实行股东会、董事会、总经理分层决策制度。 第四条 董事会、总经理、公司的高级管理人员及相关职能部门均应严格 遵守《公司法》及其他法律、行政法规、规范性文件和《公司章程》及本制度中 关于重大经营与投资决策及管理的各项规定，科学、合理地决策和实施公司有关 重大经营与投资事宜。 第二章 决策范围 第五条 根据本制度进行决策的经营投资事项包括： 上述购买或者出售资产，不包括购买原材料、燃料和动力，以及出售产品或 商品等与日常经 ...

上海微创心脉医疗科技（集团） 股份有限公司 融资与对外担保制度 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 融资与对外担保制度 第一章 总则 第一条 为了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"）的融资与对外担保行为，有效控制公司融资风险和担保风险，保护 公司财务安全和投资者的合法权益，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》"）、 《上海证券交易所科创板股票上市规则》、《上市公司监管指引第8号——上市 公司资金往来、对外担保的监管要求》等相关法律、法规的规定及《上海微创 心脉医疗科技（集团）股份有限公司章程》（以下简称"《公司章程》"）之 规定，并结合公司实际情况，特制订本管理制度。 第二条 本制度所称融资，是指公司向以银行为主的金融机构进行间接融资 的行为，主要包括综合授信、流动资金贷款、固定资产贷款、信用证融资、票 据融资和开具保函等形式。 公司直接股权融资行为不适用本制度。 第三条 本制度所称对外担保，是指公司为他人提供的担保，包括公司对控 股子公司的担保。 第四条 公司为自身债务提供担保不适用本制度 ...

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]