Meeting Overview - The fourth meeting of the Supervisory Board of Qingdao Haitai Newlight Technology Co., Ltd. was held on August 22, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2]. Supervisory Board Resolutions - The Supervisory Board approved the 2025 Half-Year Report and its summary, confirming that the report's preparation and review processes met all legal and regulatory requirements, and accurately reflected the company's financial status and operational results [1][2]. - The Supervisory Board also approved the Special Report on the Storage and Use of Raised Funds for the first half of 2025, stating that it complied with all major aspects of relevant regulations and accurately reflected the actual use of raised funds [2]. - The Supervisory Board agreed to propose to the shareholders' meeting to authorize the management to arrange liability insurance for directors and senior management, including renewal or reinsurance matters [2][3].

Core Points - The company, Qingdao Haitai Newlight Technology Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on September 17, 2025 [1][3] - The meeting will include both on-site and online voting methods, utilizing the Shanghai Stock Exchange's network voting system [3][4] - Shareholders must register by the close of trading on September 12, 2025, to be eligible to attend the meeting [4] Meeting Details - The meeting will take place at the company's office located at 100 Ke Yuan Wei Fourth Road, Laoshan District, Qingdao, starting at 10:00 AM [3][4] - Voting will be available through the trading system from 9:15 AM to 3:00 PM on the day of the meeting [3] - Shareholders can delegate their voting rights to a proxy, who does not need to be a shareholder [4][7] Voting Procedures - The company has outlined specific procedures for shareholders participating in margin trading, transfer, and other related accounts [1][3] - There are no related shareholders that need to abstain from voting on the proposed resolutions [2] - The company emphasizes that any duplicate votes cast through different methods will be counted based on the first submission [2][3]

Core Viewpoint - The company is committed to enhancing quality and efficiency while returning value to investors, aligning with national policies and market demands to drive high-quality development and protect investor rights [1]. Group 1: Strategic Focus and Business Development - The company focuses on the development of medical endoscopes and optical products, emphasizing innovation in optical technology and digital imaging [1]. - In 2024, the company expanded its endoscope product line, obtaining registration certificates for various endoscopes, including thoracic and abdominal endoscopes, hysteroscopes, and bladder endoscopes [1]. - The company has established a remote interactive platform for surgical diagnosis and treatment, integrating automatic microscopic scanning and endoscopic systems [2]. Group 2: Innovation and R&D - The company applied for 42 new patents and received 32 new authorized patents, including 12 invention patents, which account for 37.50% of the newly authorized patents [3]. - The company collaborates with external institutions for innovation, establishing a clinical anatomy training center with a medical college to enhance clinical, research, and educational activities [3]. Group 3: Investor Protection Measures - The company has implemented a stable dividend policy, distributing cash dividends to shareholders for five consecutive years, with a proposed cash dividend of 0.60 yuan per share for 2024 [4][5]. - The company has initiated a share repurchase plan, with a total of 1,387,000 shares repurchased, representing 0.6110% of the total share capital [5][6]. - The company emphasizes high-quality information disclosure and investor communication, ensuring transparency and responsiveness to investor inquiries [6][7]. Group 4: Corporate Governance - The company has established a governance structure that includes a shareholders' meeting, board of directors, supervisory board, and independent directors, ensuring clear responsibilities and coordination [8]. - The company plans to optimize its governance structure in 2025, including revising its articles of association and adjusting internal supervisory mechanisms [8].

Core Viewpoint - The compensation management system of Qingdao Haitai Newlight Technology Co., Ltd. aims to incentivize directors and senior management to fulfill their responsibilities diligently and enhance corporate governance, thereby promoting sustainable and healthy development of the company [1]. Group 1: Compensation Principles - The compensation should reflect the individual's performance in relation to company goals and responsibilities, enhancing accountability and overall performance [2]. - The principle of distribution according to labor should be emphasized, ensuring that compensation aligns with value creation and contributions [2]. - Personal compensation should be aligned with the long-term interests of the company, enhancing brand image and supporting sustainable development goals [2]. Group 2: Applicable Subjects - The compensation management system applies to the chairman, directors (excluding independent directors), general manager, deputy general managers, financial director, board secretary, and other senior management recognized by the company’s articles of association [2]. Group 3: Compensation Management Structure - The Board's Compensation and Assessment Committee is responsible for managing the compensation and assessment of directors and senior management, reporting to and supervised by the Board [3]. - The compensation plan for directors is drafted by the Compensation and Assessment Committee and implemented after approval by the Board and shareholders [3]. - The compensation plan for senior management is developed based on various factors including value, responsibility, capability, market salary trends, and contributions, and is subject to Board approval [3]. Group 4: Compensation Distribution Principles - Directors not holding actual management positions do not receive compensation; those in actual positions receive compensation according to their respective roles [4]. - Independent directors' compensation follows the requirements set by regulatory bodies, with specific standards determined by shareholder resolutions [4]. - Compensation levels for directors and senior management should align with their tasks and industry income levels, considering their contributions to value creation and company performance [4]. Group 5: Compensation Adjustment - The compensation system should serve the company's strategic goals and be adjusted according to changing circumstances to support further development [5]. - Adjustments to compensation for directors and senior management are based on the achievement of operational goals, contributions to value creation, and industry salary growth [5]. Group 6: Restriction Mechanisms - Compensation can be deducted or adjusted for serious violations of company rules, significant harm to company interests, or major legal violations leading to penalties [5]. - Salary and benefits during leave periods are governed by relevant company policies [5]. - The company may impose economic penalties or administrative sanctions for significant losses due to poor performance or decision-making failures [5]. Group 7: Miscellaneous Provisions - The Compensation and Assessment Committee can propose necessary adjustments to compensation in response to significant changes in the operating environment or external conditions [6]. - The compensation management system is drafted by the Board and requires approval from the shareholders' meeting for implementation [6]. - In case of conflicts with national laws or regulations, the Board must revise the system accordingly [6].

Core Viewpoint - The external guarantee system of Qingdao Haitai Newlight Technology Co., Ltd. aims to standardize the company's external guarantee behavior, strengthen management, and effectively control and prevent risks associated with external guarantees to ensure asset safety [1][2]. Group 1: General Principles - The external guarantee system applies to the company and its consolidated subsidiaries, which must notify the company of relevant resolutions made by their boards or shareholders [1]. - External guarantees refer to the guarantees provided by the company for others, including guarantees for subsidiaries within the consolidated financial statements [1][2]. - The company must manage external guarantees uniformly, and no individual is authorized to sign guarantee contracts without board or shareholder approval [2]. Group 2: Guarantee Principles - The company can provide guarantees for independent legal entities that meet specific conditions, such as having sound financial systems and strong creditworthiness [2]. - The company is generally prohibited from providing guarantees for any non-legal entities or individuals [2]. Group 3: Guarantee Review - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks and benefits [3]. - The responsible parties must ensure the authenticity of the debt contracts and prevent fraudulent activities [4]. Group 4: Approval Process - All external guarantees must be approved by the board or shareholders, with specific conditions requiring shareholder approval after board review [5]. - Guarantees exceeding 10% of the latest audited net assets or 30% of total assets require additional scrutiny and approval [5][6]. Group 5: Risk Management - After the guarantee contract is signed, the company must manage and monitor the guarantee's validity and inform relevant parties [11]. - The responsible parties must actively pursue repayment from the guaranteed party within 15 working days after the debt's due date [11][12]. Group 6: Responsibilities of Responsible Parties - Company directors and senior management who violate the established procedures for signing guarantee contracts may be held accountable for any resulting damages [12]. - Responsible parties must act diligently to prevent risks and ensure compliance with legal and regulatory requirements [12].

Core Points - The document outlines the independent director working system of Qingdao Haitai Newlight Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director Definition and Qualifications - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Basic qualifications for independent directors include legal eligibility, independence, knowledge of corporate operations, at least five years of relevant experience, and good personal character [1][2]. Group 2: Independence Criteria - Individuals who cannot serve as independent directors include those with close relationships to the company, significant shareholders, or those providing services to the company [2][3]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [3]. Group 3: Nomination and Election Process - The board or shareholders holding over 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [4]. - The nomination process requires the consent of the nominee and a thorough review of their qualifications by the nomination committee [4][5]. Group 4: Responsibilities and Powers - Independent directors have special powers, including approving significant related-party transactions and proposing the hiring or dismissal of accounting firms [8][9]. - They must provide independent opinions on various matters, including the appointment of directors and senior management [9][10]. Group 5: Obligations and Rights - Independent directors are required to fulfill their duties diligently, focusing on protecting the interests of minority shareholders [18][19]. - The company must provide necessary support and information to independent directors to enable them to perform their roles effectively [25][26]. Group 6: Compensation and Insurance - The company is responsible for compensating independent directors and may establish a liability insurance system to mitigate risks associated with their duties [30][31].

Core Viewpoint - The management system for fundraising at Qingdao Haitai Newlight Technology Co., Ltd. aims to regulate the use and management of raised funds, protect investor interests, and enhance the efficiency of fund utilization [1]. Group 1: General Principles - The 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]. - The funds raised are defined as those obtained through public stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1]. Group 2: Fund Management and Usage - The company must ensure that any fundraising projects implemented through subsidiaries comply with this management system [2]. - Fund usage should adhere to principles of legality, compliance, and efficiency, with careful planning and risk control [2]. - The board of directors is responsible for monitoring the management and usage of raised funds to prevent investment risks [2]. - Major stakeholders, including controlling shareholders and related parties, are prohibited from misappropriating raised funds [2]. Group 3: Special Account Management - The company must open a special account for raised funds, ensuring that these funds are not mixed with other funds [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fund arrival [4]. - The agreement must include details such as account numbers, project specifics, and withdrawal conditions [4]. Group 4: Fund Usage Regulations - If a fundraising project encounters significant changes, the company must reassess its feasibility and disclose the situation in the latest periodic report [7]. - The company is prohibited from using raised funds for high-risk financial investments or providing funds to related parties for improper benefits [8]. - All fund expenditures must follow a strict approval process, ensuring authenticity and legality [9]. Group 5: Cash Management and Idle Funds - Idle funds can be temporarily used for cash management, provided it does not affect the normal progress of fundraising projects [10][11]. - The company can use idle funds to supplement working capital under strict conditions, including a maximum duration of 12 months [12]. Group 6: Fund Usage Change Management - Any changes to fundraising project usage must be approved by the board and disclosed to shareholders [14]. - The company must conduct a feasibility analysis for any new investment projects to ensure they enhance competitiveness and mitigate risks [29]. Group 7: Fund Supervision - The company must accurately disclose the actual usage of raised funds and address any significant deviations from the investment plan [34]. - The financial department is required to maintain a detailed ledger of fund expenditures, and internal audits must occur quarterly [35]. - The sponsor or independent financial advisor must conduct regular oversight and report any irregularities [19].

Core Points - The document outlines the rules governing the board of directors of Qingdao Haitai Newlight Technology Co., Ltd, aiming to standardize meeting procedures and enhance decision-making efficiency [1][22] - The board is responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - Directors must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders and acting within the authority granted by the shareholders and the company's articles of association [3][4] Chapter Summaries Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and improve decision-making efficiency [1] - The board acts as a permanent body accountable to the shareholders' meeting, responsible for major operational decisions [2][3] Chapter 2: Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting for a term of three years and can be re-elected [6][7] - Directors have a duty of loyalty and must not misuse their position for personal gain or harm the company's interests [8][9] Chapter 3: Board Office and Secretary - The board has an office responsible for daily affairs and document management, and a secretary who prepares meetings and manages shareholder information [7][8] Chapter 4: Powers of the Board - The board consists of seven directors, including three independent directors, and is responsible for convening shareholder meetings and executing resolutions [20][21] - The board has the authority to decide on significant operational plans, financial matters, and internal management structures [20][21] Chapter 5: Chairman of the Board - The chairman oversees the board's work, convenes meetings, and ensures the execution of board resolutions [13][14] Chapter 6: Meeting Procedures - Regular meetings must be held at least twice a year, with proper notice given to all directors [28][29] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [31][41] Chapter 7: Voting Procedures - Each director has one vote, and decisions require a majority of the directors present [41][42] - Directors must recuse themselves from voting on matters where they have a conflict of interest [44] Chapter 8: Meeting Records and Resolutions - Meeting records must be kept for at least ten years, detailing decisions and voting outcomes [49][50] - Directors are responsible for the resolutions made during meetings, and failure to comply may result in liability [51][52] Chapter 9: Implementation of Resolutions - The general manager is responsible for implementing board resolutions, and the board monitors compliance [52][53] Chapter 10: Amendments and Effectiveness - The rules take effect upon approval by the shareholders' meeting and can be amended as necessary [58][59]

Core Viewpoint - The document outlines the related party transaction system of Qingdao Haitai Newlight Technology Co., Ltd, emphasizing fairness, transparency, and compliance with laws and regulations to protect the rights of the company and non-related shareholders [1]. Group 1: General Principles - The system is established to ensure that related party transactions are fair, just, and open, in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - The pricing of related party transactions should generally align with market prices or standards set by independent third parties [1]. Group 2: Definition of Related Transactions and Parties - Related party transactions include significant transactions such as asset purchases or sales, investments, project transfers, and guarantees, among others [4][5]. - Related parties are defined as individuals or entities with specific relationships to the company, including family members of key personnel and entities controlled by them [3][4]. Group 3: Avoidance Procedures - Board members with a conflict of interest must abstain from voting on related party transactions, and the presence of a majority of non-related directors is required for decision-making [5][6]. - Shareholders with a conflict of interest must also abstain from voting on related party matters, and the company must maintain records of non-related shareholders' voting [6][7]. Group 4: Transaction Procedures - Transactions exceeding 30 million yuan or 1% of the company's total assets must be submitted for shareholder approval [12]. - Transactions involving related parties that exceed 300,000 yuan or 0.1% of total assets must be reviewed by the board [13]. - The company must disclose and follow specific procedures for daily related party transactions, including annual estimates and re-evaluations if actual amounts exceed estimates [18]. Group 5: Internal Control Measures - Major shareholders and executives must report any changes in related party relationships to ensure accurate records [21]. - The company must conduct thorough due diligence on transaction parties and pricing to prevent conflicts of interest and ensure fair dealings [23][24]. - Independent directors should regularly review transactions to safeguard against potential misuse of company resources by related parties [10].

Core Viewpoint - The document outlines the external investment management system of Qingdao Haitai Newlight Technology Co., Ltd, emphasizing the need to strengthen investment management, control risks, and protect investors' rights [1][2]. Group 1: Definition and Scope of External Investment - External investment refers to various forms of investment activities conducted by the company domestically and internationally, including equity investments, acquisitions, capital increases, asset purchases, stock and bond investments, and entrusted financial management [1][2]. - The investment management system applies to the company and all its wholly-owned and controlled subsidiaries, requiring approval for entrusted financial management activities [2]. Group 2: Principles of External Investment - Investments must comply with national laws, regulations, and industry policies, and should promote the company's sustainable development and maximize shareholder value [2]. - The company should ensure effective resource allocation, enhance asset quality, and maintain shareholder rights while adhering to prudent investment principles in entrusted financial management [2]. Group 3: Approval Authority for External Investments - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with specific thresholds for approval based on asset value and transaction amounts [3][4]. - Transactions exceeding certain thresholds, such as 50% of total assets or market value, require shareholders' meeting approval, while those below these thresholds can be approved by the board or general manager [4][5]. Group 4: Organizational Management of External Investments - The board's strategic committee is responsible for coordinating and analyzing investment projects, while the board office handles market development and project evaluation [6]. - The finance center manages financial aspects of investments, including feasibility analysis and risk assessment for entrusted financial management [6][7]. Group 5: Decision-Making Process for External Investments - The investment decision-making process involves project research, feasibility analysis, project initiation, and execution stages [7][8]. - The board office organizes evaluations and reports on proposed investments, with the general manager making decisions within authorized limits [7]. Group 6: Management of Investment Transfers and Recoveries - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [9][10]. - Investment transfers must comply with legal and regulatory requirements, following the same approval process as initial investments [10][11]. Group 7: Personnel Management in External Investments - The company appoints representatives to the boards of invested companies, ensuring they fulfill their duties and report back on investment performance [11][12]. Group 8: Financial Management and Auditing of Investments - The finance department maintains detailed financial records for each investment project and conducts annual audits to ensure compliance with accounting standards [11][12]. - Regular checks and reconciliations are performed to confirm the consistency of investment records [12].