北京佰仁医疗科技股份有限公司 章 程 北京佰仁医疗科技股份有限公司章程 第一章 总则 第一条 为维护公司、股东、职工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 北京佰仁医疗科技股份有限公司（以下简称"公司"）系依照《公 司法》和其他有关规定成立的股份有限公司。 公司由北京佰仁医疗科技有限公司整体变更方式设立，在北京市工商行政管 理局昌平分局登记注册，取得统一社会信用代码为 911101147770556682 的《营 业执照》。 第三条 公司于 2019 年 11 月 7 日经中国证券监督管理委员会（以下简称 "中国证监会"）证监许可〔2019〕2225 号文注册同意，首次向社会公众发行人 民币普通股 2,400 万股，于 2019 年 12 月 9 日在上海证券交易所科创板上市。 第四条 公司注册名称：北京佰仁医疗科技股份有限公司 公司英文名称：Beijing Balance Medical Technology Co.,Ltd. 第五条 公司住所：北京市昌平区 ...

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Beijing Bairen Medical Technology Co., Ltd, detailing the procedures and regulations governing shareholding and trading activities [1][2]. Summary by Sections General Provisions - The system is established to clarify the procedures for managing shares held by directors and senior management, in accordance with relevant laws and regulations [1]. - It applies to all shares registered under the names of directors and senior management [1]. Shareholding and Trading Rules - Directors and senior management can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to commitments regarding holding periods and trading methods [2]. - Specific conditions under which share reduction is prohibited include resignation within six months, ongoing investigations, and other legal restrictions [4][5]. Reporting and Disclosure - Directors and senior management must report personal information to the Shanghai Stock Exchange within two trading days of changes, including new appointments or resignations [2][3]. - A written notice of trading plans must be submitted to the board secretary before any share transactions, and trading cannot occur without the secretary's feedback [8][9]. Responsibilities and Penalties - Directors and senior management must ensure that their relatives and associated entities do not engage in insider trading [10]. - Violations of trading regulations may result in disciplinary actions from the company and regulatory authorities, including the recovery of profits from illegal trades [11][12]. Appendices - An attachment outlines the notification format for share trading plans, including details on the number of shares, trading period, and price range [12].

Core Points - The article outlines the profit distribution management system of Beijing Bairen Medical Technology Co., Ltd, aiming to establish a scientific, sustainable, and stable distribution mechanism to enhance transparency and protect investors' rights [1][2]. Chapter Summaries Chapter 1: General Principles - The company aims to regulate profit distribution behavior and enhance transparency in accordance with relevant laws and its articles of association [1]. Chapter 2: Profit Distribution Order - The company prioritizes reasonable returns for investors, especially minority shareholders, and outlines the order of profit distribution, including mandatory allocations to statutory reserves and provisions for loss compensation [2]. Chapter 3: Profit Distribution Policy - The company adopts a continuous and stable profit distribution policy, considering various factors such as investor returns, actual conditions, and future development goals [3][4]. Chapter 4: Supervision and Constraints - The audit committee is responsible for supervising the execution of profit distribution policies and decision-making processes [5]. Chapter 5: Execution and Information Disclosure - The company must strictly adhere to its cash dividend policy and disclose profit distribution plans in annual and semi-annual reports, ensuring compliance with its articles of association [6]. Chapter 6: Supplementary Provisions - The company reserves the right to modify the profit distribution system as per legal requirements and must seek shareholder approval for any changes [6].

Core Viewpoint - The document outlines the management system for fund transactions between Beijing Bairen Medical Technology Co., Ltd. and its related parties, aiming to prevent fund occupation and protect the rights of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation [1]. - The system applies to the company and its subsidiaries included in the consolidated financial statements [2]. - Related party transactions are defined according to the regulations of the listing rules [1]. Group 2: Prevention of Fund Occupation - The company prohibits various forms of fund occupation by related parties, including operational and non-operational fund occupations [2][3]. - Company directors and senior management are legally obligated to ensure the safety of company funds [3]. - Strict measures are in place to prevent non-operational fund occupation, including regular audits and reporting mechanisms [4][5]. Group 3: Transaction Procedures - All related party transactions must adhere to the decision-making procedures outlined in the listing rules and the company's internal regulations [3][4]. - Financial departments must review and approve payment requests related to transactions with related parties [8][9]. Group 4: Accountability and Penalties - Directors and senior management may face administrative penalties and civil liabilities for violations of the fund management system [10][11]. - The company is required to take legal action against related parties that occupy company funds and cause losses [10][11]. Group 5: Miscellaneous Provisions - The system will be effective upon approval by the company's shareholders and will be interpreted by the board of directors [11].

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Beijing Bairen Medical Technology Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [2][10]. Group 1: General Principles - The system is established to standardize the procedures for major operational and investment decisions, ensuring effective risk prevention and resource allocation [2]. - Major decision-making principles include alignment with the company's development strategy, optimizing resource allocation, and enhancing core competitiveness [2]. Group 2: Decision Scope - Major operational matters include significant purchase and sale contracts, acquisition or disposal of fixed assets, and execution of operational plans set by the board or shareholders [4]. - Investment matters include acquisitions, sales, asset swaps, external investments (excluding low-risk bank financial products), debt restructuring, and signing of licensing agreements [3]. Group 3: Decision Authority and Procedures - The decision-making bodies for major operational and investment decisions include the shareholders' meeting, board of directors, chairman, and general manager [3]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value [5]. Group 4: Execution and Supervision - Decisions approved by the shareholders' meeting or board must be implemented by the proposing business department, which is responsible for creating a feasible implementation plan [7]. - Internal audits are mandated to ensure compliance with financial and operational standards during the execution of investment projects [7]. Group 5: Legal Responsibilities - Directors who vote in favor of decisions leading to significant economic losses may bear compensation responsibilities according to relevant laws and company regulations [8]. - Project leaders are accountable for any errors or violations during the execution of investment decisions that result in losses to the company [8].

General Principles - The purpose of the subsidiary management system is to enhance the management control of Beijing Bairen Medical Technology Co., Ltd. over its subsidiaries, standardize internal operations, protect investor interests, and promote healthy development [2][3] - A subsidiary is defined as a company in which the parent company holds more than 50% of the shares or has actual control over a company with less than 50% ownership [2] - The management of subsidiaries aims to establish effective control mechanisms for the organization, resources, assets, investments, and operations, thereby improving overall operational efficiency and risk resistance [2][3] Management and Responsibilities - The company exercises shareholder rights through the subsidiary's shareholders' meeting to elect directors and supervisors [3] - Senior management personnel of subsidiaries, including the chairman, general manager, and financial officer, are nominated according to company regulations [3] - Responsibilities of subsidiary management include ensuring compliance with laws, coordinating between the company and subsidiaries, and reporting operational conditions to the parent company [3][4] Operational and Investment Decision Management - Subsidiaries must align their operational and development plans with the company's overall strategy [5] - The company sets annual economic targets for subsidiaries based on their business characteristics and operational conditions [5] - Investment decisions must follow a standardized process, including feasibility studies and project evaluations to maximize investment efficiency [5][6] Financial Management - The financial management of subsidiaries focuses on implementing national fiscal and tax policies, ensuring the legality and completeness of accounting data, and controlling operational risks [12] - Financial responsibilities are assigned to personnel recommended by the company's finance department [12] - Subsidiaries must adhere to the company's financial accounting system and submit timely financial reports for auditing [12][13] Internal Audit and Supervision - The company conducts regular audits of subsidiaries, covering economic efficiency, major contracts, and management responsibilities [13] - Subsidiaries are required to cooperate with audits and implement audit recommendations [13] Information Disclosure - The chairman of the subsidiary is responsible for information disclosure, with the general manager designated as the specific responsible person [14] - Subsidiaries must comply with the company's information disclosure management system [14] Applicability and Effectiveness - This management system applies to subsidiaries located in mainland China [14] - The system becomes effective upon approval by the company's shareholders' meeting and is subject to revision as necessary [14]

北京佰仁医疗科技股份有限公司 累积投票制实施细则 北京佰仁医疗科技股份有限公司 累积投票制实施细则 第一条 为维护中小股东的利益，完善北京佰仁医疗科技股份有限公司（以 下简称"公司"）法人治理结构，规范公司选举董事行为，根据中国证监会《上市 公司治理规则》、《北京佰仁医疗科技股份有限公司章程》（以下简称"《公司 章程》"）及其他有关规定，特制定本实施细则。 第二条 本实施细则所指的累积投票制是指公司股东会在选举两名以上的 董事时采用的一种投票方式。即公司股东会选举董事时，股东所持的每一有效表 决权股份拥有与该次股东会应选董事总人数相等的投票权，股东拥有的投票权等 于该股东持有股份数与应选董事总人数的乘积。股东既可以用所有的投票权集中 投票选举一位候选董事，也可以将投票权分散行使、投票给数位候选董事。得票 数超过出席股东会股东所持有效表决权股份（以未累积的股份数为准）的二分之 一为候选人当选的前提条件，公司按得票多少依次确定最终应选人数范围内的当 选董事。 第三条 股东会选举产生的董事人数及结构应符合《公司章程》的规定。 第四条 本实施细则所称"董事"包括独立董事和非独立董事。由职工代表担 任的董事由公司职工代 ...

北京佰仁医疗科技股份有限公司 关联交易管理制度 北京佰仁医疗科技股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证北京佰仁医疗科技股份有限公司（以下简称"公司"）与关联 人之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损 害公司和非关联股东的合法权益，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》（以下简称"《上市 规则》"）等法律、法规、规范性文件及《北京佰仁医疗科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，制定本制度。 （三）公司董事、高级管理人员； （四）与本条第（一）款、第（二）款和第（三）款所述关联自然人关系密 切的家庭成员，包括配偶、年满 18 周岁的子女及其配偶、父母及配偶的父母、 兄弟姐妹及其配偶、配偶的兄弟姐妹、子女配偶的父母； （五）直接持有公司 5%以上股份的法人或其他组织； （六）直接或间接控制公司的法人或其他组织的董事、监事、高级管理人员 或其他主要负责人； （七）由本条第（一）款至第（六）款所列关联法人或关联自然人直接或者 间接控制的，或者由前述关联自然人（独立董事除外）担任董事、高级管 ...

Core Points - The document outlines the rules and procedures for the board of directors of Beijing Bairen Medical Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance the effectiveness of the board [1][11] Group 1: Board Meeting Structure - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [3] - The board secretary is responsible for handling daily affairs and maintaining the board's seal [2] - A temporary meeting must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [5] Group 2: Meeting Procedures - Meeting notifications must be sent 10 days prior for regular meetings and 5 days for temporary meetings, with various acceptable notification methods [8] - The meeting must have a quorum of more than half of the directors present to proceed [3] - Directors are expected to attend in person, but if unable, they must review materials and provide written opinions [12] Group 3: Voting and Decision-Making - Each proposal requires a majority vote from the directors present to be approved, with specific rules for abstentions and conflicts of interest [19][20] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [8] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association [21] Group 4: Documentation and Record-Keeping - The board secretary is responsible for recording meeting minutes, which must include details such as attendees, agenda, and voting results [26] - Meeting records and resolutions must be signed by the attending directors, and any dissenting opinions should be documented [10] - All meeting documentation must be preserved for at least ten years [31]

General Principles - The rules are established to regulate the shareholders' meetings of Beijing Bairen Medical Technology Co., Ltd. to enhance efficiency and protect shareholders' rights [1][2] - The company must strictly adhere to relevant laws, regulations, and its articles of association when convening shareholders' meetings [2][3] Shareholders' Meeting Convening - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [3][4] - Independent directors can propose the convening of a temporary shareholders' meeting, and the board must respond within 10 days [3][4] - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must decide within 10 days [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [6][7] - The convening party must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [7][8] - The notification must include detailed information about the proposals and any necessary materials for shareholders to make informed decisions [7][8] Conducting the Meeting - The shareholders' meeting should be held at the company's registered address or a location specified in the articles of association [9][10] - All shareholders or their proxies registered on the equity registration date have the right to attend the meeting [9][10] - The meeting must be presided over by the chairman of the board or a designated representative if the chairman is unavailable [10][11] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [13][14] - The results of the voting must be announced immediately after the meeting, and the resolutions must be disclosed in a timely manner [14][15] - Meeting records must be maintained for at least 10 years, including details of the meeting, attendance, and voting results [15][16] Legal Compliance - Any disputes regarding the legality of the convening process or resolutions must be addressed through legal channels [16][17] - The company must comply with disclosure obligations following any court rulings related to the shareholders' meeting [16][17]