英科医疗科技股份有限公司 第一章 总 则 第一条 为了规范英科医疗科技股份有限公司（以下简称"公司"）对外担 保行为，防范对外担保风险，根据《中华人民共和国公司法》（以下简称《公司 法》）《中华人民共和国民法典》《深圳证券交易所创业板股票上市规则》《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》等法律法 规、部门规章、规范性文件以及《英科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，结合公司的实际情况，制定本制度。 第二条 本制度所称"对外担保"是指公司为他人提供保证、抵押、质押或 其他形式的担保，即公司与债权人约定，当债务人不履行债务时，公司作为保证 人按照约定履行债务或承担责任。 第三条 本制度所称"对外担保"包括公司对控股子公司的担保。 公司及其控股子公司的对外担保总额，是指包括公司对控股子公司担保在内 的公司对外担保总额与控股子公司对外担保总额之和。 第四条 公司对外担保必须经董事会或者股东会审议，审议后需及时对外披 露。 第五条 公司对外担保应当遵循合法、审慎、互利、安全的原则，严格控制 担保风险。公司有权拒绝任何强令其为他人提供担保的行为。 第六条 公司对外担 ...

General Principles - The company establishes guidelines for external investment control to mitigate risks and enhance investment efficiency based on relevant laws and regulations [1] - External investment includes monetary contributions or contributions of assets such as equity, technology, and real estate [1] Investment Approval Authority - External investments must comply with national regulations and the company's development strategy, aiming for reasonable returns [2] - The board of directors and shareholders' meeting are the primary decision-making bodies for external investments, with specific thresholds for board and shareholder approval [2][3] Pre-Investment Work and Management - The company must conduct feasibility studies for long-term equity investments, including economic indicators and risk assessments [4][5] - Financial asset investments require a proposal detailing investment amounts, types, and expected returns [5] Execution Control of Investments - After approval, the investment plan must specify funding details and responsible personnel, with any changes requiring further approval [6][15] - The company must track the financial health of invested entities and report any anomalies to the board [6][16] Disposal Control of Investments - The procedures for recovering or transferring investments mirror those for initial approvals, with specific conditions outlined for both actions [7][20][21] Supervision and Inspection - The internal audit department is responsible for overseeing external investment activities and ensuring compliance with internal controls [8][24] Responsibilities of Directors and Management - Company directors and management must exercise caution in investment decisions, with accountability for significant losses due to negligence [8][27][28] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and can be revised by the board as necessary [9][30]

Core Viewpoint - The company aims to enhance communication with investors and protect their rights through a structured investor relations management system, ensuring transparency and compliance with relevant laws and regulations [1][2][3]. Group 1: Objectives and Principles of Investor Relations Management - The purpose of investor relations management includes establishing effective communication channels, building a stable investor base, fostering a culture of respect for investors, maximizing overall company benefits, and increasing information disclosure transparency [7][8]. - The basic principles of investor relations management emphasize full disclosure of information, compliance with legal regulations, equal treatment of all investors, honesty and integrity, efficiency in communication, and interactive engagement with investors [8][9]. Group 2: Communication Content and Methods - Key communication topics with investors include the company's development strategy, legal disclosures, operational and financial information, significant events, and corporate culture [10][11]. - Various communication methods are employed, such as regular reports, performance briefings, shareholder meetings, company websites, and interactive platforms, ensuring accessibility and efficiency for investors [11][12]. Group 3: Management Structure and Responsibilities - The board secretary is responsible for investor relations management, supported by the capital securities department, which organizes and coordinates investor relations activities [26][27]. - Responsibilities of investor relations management include analyzing investor demographics, facilitating communication, maintaining public relations, and managing media interactions [29][30]. Group 4: Implementation and Compliance - The company must adhere to information disclosure obligations as mandated by regulatory authorities, ensuring timely and accurate reporting of significant information [31][32]. - In voluntary disclosures, the company should follow fairness principles, ensuring all investors have equal access to information [34][35].

英科医疗科技股份有限公司 第一章 总 则 第一条 为规范英科医疗科技股份有限公司（以下简称"公司"）募集资金 管理，提高募集资金使用效率，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》）《深圳证券交易所 创业板股票上市规则》（以下简称《上市规则》）《深圳证券交易所上市公司自 律监管指引第2号——创业板上市公司规范运作》（以下简称《规范运作指引》） 《上市公司募集资金监管规则》（以下简称《监管规则》）等有关法律法规、规 范性文件等相关法律、法规和规范性文件以及《英科医疗科技股份有限公司公司 章程》（以下简称《公司章程》）的规定，制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票或者其他具有股权性 质的证券，向投资者募集并用于特定用途的资金，但不包括公司实施股权激励计 划募集的资金。 第三条 公司的董事和高级管理人员应当勤勉尽责，督促公司规范使用募集 资金，自觉维护公司募集资金安全，不得参与、协助或纵容公司擅自或变相改变 募集资金用途。 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 ...

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]

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]