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]

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].