Core Points - The company establishes a system to regulate financial transactions with controlling shareholders and related parties to prevent fund occupation and protect the rights of the company and its stakeholders [1][2] - The system defines "related parties" and outlines the types of fund occupation, including operational and non-operational fund occupation [2][3] - The company emphasizes the integrity obligations of controlling shareholders and actual controllers towards the company and public shareholders [4][5] Group 1: Principles and Regulations - The company must prevent related parties from occupying funds through various means and cannot cover expenses for related parties [3][4] - Related transactions must be settled promptly to avoid abnormal operational fund occupation [7][8] - The company must not provide funds to related parties through various prohibited methods, including loans and unsubstantiated financial instruments [4][6] Group 2: Prevention Measures - The board of directors is responsible for managing the prevention of fund occupation by controlling shareholders and related parties [11][12] - The company must maintain a detailed list of related parties and ensure transparency in financial dealings [13][14] - The financial department must adhere to strict procedures for payments to related parties, requiring approvals from designated authorities [19][20] Group 3: Accountability and Penalties - The company must take immediate action against controlling shareholders or related parties that occupy funds, including legal measures if necessary [26][27] - Any violations by directors or financial personnel regarding fund payments to related parties will result in disciplinary actions [29][30] - The company will pursue legal accountability for any losses incurred due to violations of this system [30][31]

Core Points - The document outlines the internal control system of Yingke Medical Technology Co., Ltd. to enhance corporate governance and protect investor rights [1] - The internal control system applies to the company and its wholly-owned and controlled subsidiaries, aiming to improve operational efficiency and risk management [1][2] - Subsidiaries are required to establish their own implementation details in accordance with the parent company's internal control requirements [2] Group 1: Governance Structure - Subsidiaries must establish a sound corporate governance structure and operational systems based on relevant laws and regulations [6] - The parent company exercises shareholder rights over subsidiaries through appointed directors and supervisors [7] - Subsidiaries are required to report significant business and financial matters to the parent company for review [10] Group 2: Financial Management - Subsidiaries must adhere to national financial and tax policies, ensuring the legality and accuracy of accounting records [16] - Financial reports must be submitted monthly and quarterly to the parent company for oversight [20] - External investment projects by subsidiaries require prior approval from the parent company [19] Group 3: Internal Audit and Supervision - The parent company conducts regular audits of subsidiaries to ensure compliance with internal management systems [21] - Subsidiaries must cooperate with audits and implement audit recommendations [24] Group 4: Information Management - Subsidiaries are responsible for timely and accurate information reporting to the parent company, including operational and financial performance [32][36] - Major decisions and transactions must be reported to the parent company for approval [36] Group 5: Documentation and Disclosure - Subsidiaries must submit essential documents, such as business licenses and internal control systems, to the parent company [37] - Information disclosure is managed by the parent company's board office, ensuring compliance with relevant regulations [40]

General Principles - The company aims to regulate insider information management and enhance confidentiality to protect investors' rights, based on relevant laws and regulations [1][2] - The Board of Directors is responsible for managing insider information and ensuring accurate and complete records of insider information personnel [1][2] Scope of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [5][6] - The definition includes major events listed in the Securities Law that could affect the market price of the company's securities [6][7] Insider Information Personnel - Insider information personnel include individuals who can access insider information directly or indirectly before it is publicly disclosed [7][8] - This group encompasses internal staff involved in significant decision-making processes, major shareholders, and external parties such as regulatory agency staff and service providers [8][9] Registration and Management of Insider Information Personnel - The company must maintain a registration form for insider information personnel, documenting their access to insider information and related details [9][10] - A memorandum of significant events must be created during major transactions, detailing key decision points and involved personnel [10][11] Confidentiality Management - The company must limit the circulation of insider information to the smallest necessary group and ensure that any external sharing is approved by the Board Secretary [21][22] - Insider information personnel are prohibited from trading the company's securities based on insider information before it is publicly disclosed [25][26] Accountability and Penalties - The company will impose penalties on insider information personnel who leak information or engage in insider trading, which may include disciplinary actions and legal consequences [28][29] - Violations by external service providers or major shareholders can also lead to accountability measures from the company [30][31]

Core Viewpoint - The document outlines the regulations and procedures for the declaration, disclosure, and supervision of shareholding and trading activities by directors and senior management of Yingke Medical Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3]. Group 1: Regulations on Shareholding and Trading - The regulations apply to all shares held by directors, senior management, and specified individuals or organizations, including shares in margin trading accounts [2]. - Directors and senior management must notify the board secretary in writing before trading company shares, ensuring compliance with laws against insider trading and market manipulation [2][3]. - There are specific prohibitions on transferring shares within one year of listing, within six months after leaving the company, and during investigations or legal proceedings related to securities violations [5][6]. Group 2: Trading Restrictions - Trading is prohibited during specific periods, such as 15 days before the announcement of annual or semi-annual reports and five days before quarterly reports [6][7]. - Directors and senior management must ensure that close relatives and controlled entities do not trade based on insider information [7]. - Personal stock accounts must be strictly managed, and financing transactions using company shares are not allowed [7][8]. Group 3: Reporting and Disclosure Requirements - Directors and senior management must report their trading plans to the board secretary and disclose shareholding changes within two trading days [11][12]. - Any reduction in shareholding must be reported to the Shenzhen Stock Exchange 15 trading days in advance, detailing the number of shares, time frame, and reasons for the reduction [11][12]. - If shareholding changes exceed certain thresholds, additional reporting obligations under the relevant acquisition regulations apply [12][13]. Group 4: Violations and Responsibilities - Violations of trading regulations may result in penalties, including the recovery of profits from illegal trades and potential civil liabilities for significant losses caused to the company [23][24]. - The company may impose disciplinary actions based on the severity of the violation, including warnings, demotions, or legal actions for serious breaches [24][25]. - The document emphasizes adherence to laws and regulations, with the board of directors holding the authority for interpretation and amendments [25][26].

Group 1 - The company establishes an internal audit system to enhance the quality of internal audits and protect investors' rights [1] - Internal audit is defined as an evaluation activity conducted by the company's internal audit personnel to assess the effectiveness of internal controls and risk management [1][2] - The board of directors is responsible for the establishment and effective implementation of the internal control system [1][2] Group 2 - The company has set up an internal control department as the internal audit institution, reporting to the audit committee of the board of directors [2][3] - The internal control department is tasked with checking the authenticity and completeness of financial information and the implementation of internal control systems [2][3] - Internal audit personnel must possess necessary auditing knowledge and experience in finance and management [2][3] Group 3 - The internal control department must prepare an annual internal audit work plan two months before the end of each accounting year [3][4] - The internal control department is required to report to the audit committee at least quarterly on the execution of the internal audit plan and any issues discovered [4][5] - The audit committee must supervise the internal audit department to conduct checks on high-risk investments and significant transactions at least semi-annually [4][5] Group 4 - The internal control department must promptly audit significant external investments, asset purchases or sales, guarantees, and related transactions [6][7] - The internal audit report must include evaluations of legality, risk, and effectiveness of internal control systems [9][10] - The internal control department is responsible for following up on identified internal control deficiencies and ensuring corrective measures are implemented [6][7] Group 5 - The company must disclose any significant deficiencies or risks in internal control to the stock exchange and provide details on the measures taken [5][11] - The internal control department must submit an annual internal audit report to the audit committee within three months after the end of each accounting year [5][11] - The internal control evaluation report must include the board's declaration regarding the authenticity of the internal control report [11][12]

Core Points - The document outlines the regulations for the information disclosure deferral and exemption behaviors of Yingke Medical Technology Co., Ltd. to ensure compliance with legal obligations and protect the rights of the company and its investors [1][5] - The company can defer or exempt disclosure of information that is classified as state secrets or commercial secrets under specific conditions to prevent unfair competition and protect interests [2][4] Group 1: Information Disclosure Regulations - The company must carefully determine whether information qualifies for deferral or exemption based on the relevant rules and must disclose any information that does not meet these conditions in a timely manner [1][3] - Information that is deemed a commercial secret can be deferred or exempted from disclosure if it meets certain criteria, such as being core technical information or operational information that could harm the company or others if disclosed [2][4] Group 2: Internal Approval Procedures - The board of directors is responsible for establishing and implementing internal management systems for deferring or exempting information disclosure [3][5] - Any deferral or exemption must be approved by the board of directors, and the decision must be documented and archived for at least ten years [3][4] Group 3: Disclosure Obligations and Penalties - If the reasons for deferring or exempting disclosure are no longer valid, or if the information becomes difficult to keep confidential, the company must disclose the relevant information promptly [3][4] - The company will impose penalties on individuals responsible for any violations of the disclosure regulations [5]

Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Yingke Medical Technology Co., Ltd, aiming to ensure fair pricing, compliance in decision-making processes, and protection of the rights of the company and its shareholders [1][2][3]. Group 1: Related Party Identification - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares [4][5]. - The company must maintain an updated list of related parties and their relationships, which should be disclosed through the securities exchange [3][4]. Group 2: Transaction Procedures - Transactions with related natural persons exceeding 300,000 yuan must be submitted for board review and disclosure [11]. - Transactions with related legal entities exceeding 3 million yuan and constituting more than 0.5% of the company's latest audited net assets must also be submitted for board review [12][13]. Group 3: Decision-Making and Disclosure - Related transactions must be approved by a majority of independent directors and disclosed to shareholders [18][19]. - The company is required to disclose details of related transactions, including pricing policies, transaction amounts, and the rationale for engaging in such transactions [30][31]. Group 4: Pricing Policies - Related party transactions must be conducted at fair prices, referencing government pricing, market prices, or reasonable cost-plus methods [22][23]. - If no comparable market prices exist, the company must provide a rationale for the pricing method used [24][25]. Group 5: Special Provisions for Daily Transactions - Daily related transactions must follow specific approval processes, especially if they exceed estimated amounts during execution [26][27]. - Agreements for daily transactions lasting over three years must be re-evaluated every three years [28]. Group 6: Reporting and Compliance - The company must report related transactions in its annual and semi-annual reports, categorizing and summarizing the transactions [15][16]. - Any significant changes in transaction terms during execution must be reported and re-evaluated [26][27].

Core Points - The company establishes a financial reporting internal control system to ensure the authenticity and reliability of financial information, enhance corporate governance, and protect shareholder rights [1][2] - The financial reporting internal control applies to the company and its wholly-owned and controlled subsidiaries [1] - The financial report includes accounting statements and related disclosures, ensuring compliance with accounting laws and regulations [1][2] Management Responsibilities - The finance department is responsible for the preparation and management of financial reports, including collecting accounting information and compiling financial analysis reports [3] - The board of directors and senior management collectively ensure the authenticity and completeness of the financial reports [3][4] - Specific responsibilities are assigned to various departments to ensure accurate financial accounting and reporting [3][4] Major Financial Matters - The company adopts accounting policies based on relevant accounting standards and guidelines, with changes requiring approval from the board of directors [11][12] - Significant accounting estimates must be reviewed and approved, with any changes communicated to relevant stakeholders [7][8] - Major financial matters are assessed and reported, including impacts on financial statements and compliance with regulations [8][9] Financial Report Preparation - The finance department is tasked with preparing annual financial reports, ensuring compliance with accounting standards and legal requirements [18][19] - Accurate accounting records must be maintained, and any discrepancies must be addressed promptly [19][20] - The company must conduct asset verification and ensure all financial transactions are recorded accurately [20][21] Financial Reporting and Submission - The company must submit financial reports in a timely manner, ensuring all documents are properly formatted and signed [15][16] - Any errors in submitted reports must be corrected and communicated to relevant parties [15][16] - Financial analysis reports are prepared semi-annually to evaluate the company's performance and financial health [35][36] Financial Analysis - Financial analysis aims to evaluate the company's operational performance and profitability, identifying key influencing factors [35][36] - The analysis includes various financial ratios to assess liquidity, operational efficiency, and profitability [36][37] - The finance department is responsible for compiling and presenting financial analysis reports to the board [35][36]

英科医疗科技股份有限公司 章 程 二〇二五年七月 | | | | 第一章 总 | 则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 2 | | 第三章 股 | 份 | 3 | | 第一节 | 股份发行 | 3 | | 第二节 | 股份增减和回购 | 4 | | 第三节 | 股份转让 | 6 | | 第四章 | 股东和股东会 | 7 | | 第一节 | 股东 | 7 | | 第二节 | 控股股东和实际控制人 | 10 | | 第三节 | 股东会的一般规定 | 11 | | 第四节 | 股东会的召集 | 15 | | 第五节 | 股东会的提案与通知 | 17 | | 第六节 | 股东会的召开 | 18 | | 第六节 | 股东会的表决和决议 | 21 | | 第五章 | 董事和董事会 | 26 | | 第一节 | 董 事 | 26 | | 第二节 | 董事会 | 30 | | 第三节 | 独立董事 | 37 | | 第四节 | 董事会专门委员会 | 40 | | 第六章 | | 总经理及其他高级管理人员 42 | | 第七章 | | 财务会计制度、利润分配和审计 44 | ...

英科医疗科技股份有限公司 募集资金管理制度 第一章 总 则 第四条 公司董事会负责健全并确保本制度的有效实施。 募集资金投资项目通过公司的子公司或公司控制的其他公司实施的，公司确 保该子公司或公司控制的其他公司遵守本制度。 第五条 保荐机构及其保荐代表人在持续督导期间对本制度规定的事项履 行保荐职责，按照《证券发行上市保荐业务管理办法》《监管规则》等规范性文 件及本制度的规定进行公司募集资金管理的持续督导工作。 第二章 募集资金存储 第六条 公司应当审慎选择商业银行并开设募集资金专项账户（以下简称 "专户"），专户不得存放非募集资金或用作其他用途。 公司募集资金应存放于经董事会批准设立的专户集中管理，募集资金专户数 量原则不超过募集资金投资项目的个数；实际募集资金净额超过计划募集资金金 额的也应存放于募集资金专户管理。 公司存在两次以上融资的，应当独立设置募集资金专户。 第七条 公司在募集资金到位后一个月内与保荐机构或者独立财务顾问、存 放募集资金的商业银行（以下简称）签订三方监管协议（以下简称"协议"）。 协议至少应"商业银行"当包括以下内容： 第一条 为规范英科医疗科技股份有限公司（以下简称"公司"）募集 ...