Meeting Overview - The second meeting of the supervisory board of Nanjing Mailland Medical Technology Co., Ltd. was held on August 25, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1] Financial Report Approval - The supervisory board approved the 2025 semi-annual report, affirming that the report's preparation and review processes adhered to legal requirements and accurately reflected the company's financial status and operational results [1] - The board ensured that there were no violations of confidentiality during the report's preparation [1] Fund Management Report - The board approved the special report on the storage and use of raised funds, confirming compliance with relevant regulations and that the actual use of funds matched previously disclosed information [2] Auditor Appointment - The board approved the reappointment of Zhongxinghua Accounting Firm, confirming its qualifications and ability to meet the company's auditing needs for the 2025 fiscal year [3] Related Party Transactions - The board approved an increase in the estimated amount for daily related party transactions for 2025, stating that it aligns with the company's operational needs and does not harm shareholder interests [4] Fund Replacement Proposal - The board approved a proposal to use self-raised funds for project payments, which will later be replaced with raised funds, enhancing operational efficiency without altering the intended use of raised funds [5] Governance Changes - The board approved the cancellation of the supervisory board and amendments to the company’s articles of association, aiming to improve governance in line with legal requirements [6]

Meeting Information - The shareholder meeting is scheduled for September 11, 2025, at 14:00 [1] - The meeting will be held at the company's conference room located at No. 32, Fengzhan Road, Yuhuatai District, Nanjing [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange network voting system from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote online for the first time [2] Agenda Items - The main agenda item for the meeting is the proposal to cancel the supervisory board and amend the company's articles of association [2] - This proposal has already been approved by the company's board of directors and supervisory board in previous meetings [2] Attendance and Registration - Shareholders must register to attend the meeting by providing necessary documentation, including identification and proof of shareholding [4] - Registration will take place at the company's office on September 9, 2025, from 14:00 to 17:00 [8] - The company will not accept telephone registrations, and all required documents must be presented in original form at the meeting [4] Contact Information - For inquiries, shareholders can contact Ni Qingqing at 025-69782957 [5]

证券代码：688273 证券简称：麦澜德 公告编号：2025-036 南京麦澜德医疗科技股份有限公司 关于取消监事会、修订《公司章程》并办理工商变更登 记、修订及新增公司部分治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 南京麦澜德医疗科技股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召 开第二届董事会第十五次会议，审议通过了《关于取消监事会、修订 <公司章程> 并办理工商变更登记的议案》和《关于修订及新增公司部分治理制度的议案》， 并授权相关人员办理工商登记、备案相关事宜。现将有关情况公告如下： 一、取消监事会的情况说明 为符合对上市公司的规范要求，进一步完善公司治理，根据 2024 年 7 月 1 日 起实施的《中华人民共和国公司法》（以下简称"《公司法》"）《关于新公司 法配套制度规则实施相关过渡期安排》《上市公司章程指引》（以下简称"《章 程指引》"）等相关法律法规、规章及其他规范性文件的规定，公司拟不再设置 监事会与监事，由董事会审计委员会行使监事会职权，《监事会议事规则》等监 ...

南京麦澜德医疗科技股份有限公司 关于 2025 年度"提质增效重回报"行动方案的半年度评估报告 为持续践行"以投资者为本"的上市公司发展理念，推动公司高质量发展和 投资价值提升，维护全体股东利益，基于对公司未来发展前景的信心及公司价值 的认可，南京麦澜德医疗科技股份有限公司（以下简称"公司"或"麦澜德"） 于 2025 年 4 月 24 日发布了《关于 2024 年度"提质增效重回报"行动方案评估 报告暨 2025 年度"提质增效重回报"行动方案》。2025 年上半年，公司根据行 动方案内容，积极开展和落实各项工作。现将 2025 年半年度行动方案执行评估 情况报告如下： （一）"主营业务深耕细作，创新驱动发展"方面 报告期内，公司紧紧围绕发展战略和年度目标，稳步推进各项工作。报告期 末，公司资产总额 152,293.47 万元，归属于上市公司股东的净资产 133,578.70 万元。报告期内，公司实现营业收入 24,122.27 万元，同比增长 5.62%；实现归 属于上市公司股东的净利润 6,392.01 万元，同比下降 11.96%；实现归属于上市 公司股东扣除非经常性损益后的净利润 6,072.30 ...

Core Viewpoint - The company has approved the use of self-raised funds to pay for part of the fundraising project expenses, which will later be replaced with equivalent amounts from the raised funds, ensuring that the normal operation and project construction are not affected [1][4][6]. Fundraising Basic Situation - The company raised a total of RMB 90,975.85 million through its initial public offering, with a net amount of RMB 90,975.85 million after expenses [1][2]. - The funds are stored in a special account for fundraising, and a tripartite supervision agreement has been signed with the sponsor and the bank [2]. Fundraising Investment Project Situation - The total investment for the fundraising projects is RMB 65,000.48 million, with RMB 57,377.94 million planned to be funded from the raised funds and RMB 7,622.54 million from self-raised funds [2]. Reasons for Using Self-Raised Funds - The company needs to use self-raised funds for certain expenses due to operational inefficiencies and regulatory requirements regarding employee salary payments and other miscellaneous expenses [3][4]. - This approach aims to improve the efficiency of fund usage and project implementation [4][6]. Confirmation of Previous Use of Self-Raised Funds - The company has already used self-raised funds amounting to RMB 2,122.47 million for project-related expenses, including salaries and utility fees, which will be replaced by raised funds [3][4]. Impact on Daily Operations - The use of self-raised funds will not affect the normal implementation of fundraising projects and is expected to enhance operational efficiency [4][6]. Review Procedures - The board of directors and the supervisory board have approved the use of self-raised funds, confirming that it aligns with regulatory requirements and does not harm shareholder interests [5][6]. Sponsor's Verification Opinion - The sponsor has verified that the use of self-raised funds for project expenses and subsequent replacement with raised funds is compliant with regulations and does not affect the normal operation of the fundraising projects [6].

或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 按照中国证券监督管理委员会《上市公司募集资金监管规则》、上海证券交 易所《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》等有 关规定，南京麦澜德医疗科技股份有限公司（以下简称"公司"或"本公司"）董事会 编制了 2025 年半年度（以下简称"报告期内"）募集资金存放与实际使用情况的专 项报告如下： 一、募集资金基本情况 （一）实际募集资金金额及资金到账情况 根据中国证券监督管理委员会出具的《关于同意南京麦澜德医疗科技股份有 限公司首次公开发行股票注册的批复》（证监许可〔2022〕1189 号），公司获准 向社会公众公开发行人民币普通股（A 股）2,500 万股，每股面值为人民币 1 元， 每股发行价格为人民币 40.29 元，募集资金总额为人民币 100,725.00 万元，扣除各 项发行费用人民币 9,749.15 万元（不含增值税）后，实际募集资金净额为人民币 行的资金到位情况进行了审验，并出具了天衡验字(2022)00085 号《验资报告》。 公司已对募集资金进行了专户存储，并与保荐机构、专户存储募集资金的相 关银行签 ...

Core Viewpoint - The company plans to increase its estimated daily related party transaction limit for 2025 to RMB 8 million, which is deemed necessary for its normal business operations and complies with fair market principles [1][2][3] Summary by Sections Daily Related Party Transactions - The independent directors of the company believe that the increase in daily related party transactions does not involve unnecessary related transactions and adheres to fair pricing principles [1][2] - The estimated amount for the increased daily related party transactions is RMB 8 million, which is part of the company's normal business activities [1][2] Approval Process - The increase in the estimated daily related party transaction limit has been approved by the company's board of directors and does not require shareholder meeting approval [1][3] - The supervisory board has also confirmed that the increase aligns with the company's operational needs and does not harm the interests of shareholders, especially minority shareholders [2][3] Transaction Details - The main content of the related party transactions includes selling goods to the related party, with all transactions to be formalized through written agreements based on fair market prices [6] - The company has established a good cooperative relationship with the related party, ensuring that the transactions will not adversely affect the company's independence or lead to dependency on the related party [6][7] Financial Impact - The company asserts that the related party transactions will not have a significant adverse impact on its financial condition or operational results, and the main business will not become dependent on these transactions [7]

Core Points - The article outlines the related party transaction management system of Nanjing Mylande Medical Technology Co., Ltd, emphasizing fairness, justice, and transparency in transactions to protect the interests of the company and its shareholders, especially minority investors [2][3][4] - The company defines related party transactions and establishes principles to ensure their legality, necessity, reasonableness, and fairness, while maintaining the company's independence [2][3][4] - The document specifies the scope of related parties and transactions, including various types of transactions such as asset purchases, financial assistance, and guarantees [3][4][5][6] Summary by Sections General Principles - The management system aims to ensure that related party transactions do not harm the interests of the company and its shareholders, particularly minority investors [2] - Related party transactions must adhere to principles of equality, voluntariness, fairness, and transparency [2][3] Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or have close relationships with key management [3][4] - Transactions considered related party transactions include asset sales, investments, and financial guarantees [4][5] Pricing and Management of Related Transactions - Related party transactions should follow pricing principles based on national pricing, market prices, or negotiated prices, with a focus on fairness [6][7] - The financial department is responsible for tracking market price changes and reporting to the board [6] Procedures and Disclosure - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [8][9] - Related party transactions must be reviewed and disclosed according to specific criteria, including transaction amounts and types [9][10] Special Provisions - The document outlines exceptions for certain transactions that do not require the same level of scrutiny or disclosure [11][12] - Related transactions involving subsidiaries are treated as transactions of the company and must comply with the same management system [12]

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Nanjing Mailland Medical Technology Co., Ltd. and protect the rights of shareholders, especially minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, ensuring a fairer election process [1][2] - The rules specify that the election of directors must comply with the company's articles of association and relevant laws, and the term of directors elected through this system will not overlap with other terms [2][3] Summary by Sections General Provisions - The cumulative voting system is defined as allowing shareholders to cast their votes based on the total number of shares they hold multiplied by the number of directors to be elected [1] - This system applies when two or more directors are to be elected, and the board must indicate this in the notice for the shareholders' meeting [1][2] Nomination of Director Candidates - Director candidates can be nominated by the board or shareholders holding more than 3% of voting shares, and nominees must provide detailed personal information [2][3] - Nominees must agree to their nomination and commit to fulfilling their duties if elected [3] Election and Voting of Directors - The shareholders' meeting must clearly communicate the cumulative voting method before voting begins, and the board must prepare appropriate ballots [3][4] - Voting rights must be allocated separately for independent and non-independent directors, ensuring no cross-use of votes [4] Election Results - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [5] - If the number of elected directors is less than required, a second round of voting will occur, or a new meeting will be called if necessary [5][6] Miscellaneous Provisions - Any situations not covered by these rules will be resolved according to relevant laws and the company's articles of association [6] - The board is responsible for interpreting and amending these implementation details, which take effect upon approval by the shareholders' meeting [6]

Core Points - The document outlines the external guarantee management system of Nanjing Mylande Medical Technology Co., Ltd, aiming to standardize external guarantee behavior, control risks, and protect the rights of stakeholders [2][3] General Principles - The system is established based on various laws and regulations, including the Civil Code of the People's Republic of China and the Company Law [2] - External guarantees refer to the guarantees provided by the company for others, including guarantees for its subsidiaries [2] Approval Authority for External Guarantees - Certain guarantee matters must be approved by the shareholders' meeting, including guarantees exceeding 10% of the latest audited net assets and total guarantees exceeding 50% of the latest audited net assets [5][6] - Guarantees for entities with an asset-liability ratio over 70% also require shareholder approval [5] External Guarantee Approval Process - The finance department is responsible for the main tasks related to external guarantees, including credit analysis and risk assessment [8] - Legal advisors may be engaged to assist in the approval process and to handle any legal disputes arising from guarantees [8] Management of Guarantee Contracts - Written contracts must be established for approved guarantee projects, clearly defining the scope and duration of the guarantee [17] - The company must continuously monitor the financial status and operational conditions of the guaranteed entities [17] Information Disclosure - The company is required to disclose guarantee matters in accordance with relevant regulations and must announce decisions made by the board or shareholders promptly [21][22] - Timely disclosure is also required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [23] Accountability - Directors and senior management who violate the approval process for guarantees may be held liable for damages caused to the company [25] - All directors must carefully manage and control the risks associated with external guarantees [26]