Tianyi Medical: Tianyi Medical-Cumulative Voting System Implementation Rules

Ningbo Tianyi Medical Devices Co., Ltd. Cumulative Voting System Implementation Rules

Ningbo Tianyi Medical Equipment Co., Ltd.

Implementation Rules of Cumulative Voting System

Article 1 In order to further improve the management system of Ningbo Tianyi Medical Devices Co., Ltd. (hereinafter referred to as the "Company"), improve the corporate governance system, and protect the rights of public shareholders to choose directors, in accordance with the Company Law of the People's Republic of China, the Code of Governance of Listed Companies, and the Shareholders of Listed Companies According to the provisions of laws, regulations, normative documents such as the Rules of the Eastern Conference and the Articles of Association of Ningbo Tianyi Medical Devices Co., Ltd. (hereinafter referred to as the "Articles of Association"), the company may implement a cumulative voting system when electing directors at the shareholders' meeting. In order to ensure the effective implementation of this system, these detailed rules are formulated.

Article 2 The cumulative voting system means that when a company’s shareholders’ meeting elects two or more directors, each share with voting rights has the same voting rights as the number of directors to be elected. The voting rights owned by shareholders can be used collectively or distributed.

Article 3 These detailed rules apply to the resolution of the shareholders’ meeting to elect or change two or more (including two) directors (including independent directors). The employee representative directors on the board of directors are democratically elected by the company's employees through the employee representative conference, workers' conference or other forms, and the relevant provisions of these detailed rules do not apply.

Article 4 The number and structure of directors elected by the shareholders’ meeting shall comply with the provisions of the Articles of Association.

Article 5 The term of directors elected by the company through the cumulative voting system will not implement a staggered term system, that is, the term of directors who are supplemented due to vacancies during the term shall be the remaining term of the current term and will not serve across terms.

Article 6 Each voting share held by a shareholder participating in a shareholders' meeting has the same voting rights as the number of directors to be elected. Shareholders may concentrate all their voting rights on one candidate or disperse their votes on multiple candidates. According to the order of the number of votes received by the director candidates, from front to back according to the number of directors to be elected, the candidate with more votes will be elected.

Article 7 When electing directors through the cumulative voting system, differential elections can also be implemented, and the number of director candidates can also be greater than the number of directors to be elected.

Article 8 The company shall determine director candidates in accordance with the methods and procedures stipulated in the Articles of Association to ensure that the election is open, fair and impartial.

Article 9 Before electing two or more directors at a shareholders' meeting, the board of directors shall indicate in the notice of the shareholders' meeting that the cumulative voting system will be adopted for the election of directors. The company is issuing the implementation details of the cumulative voting system of Ningbo Tianyi Medical Devices Co., Ltd. at the shareholders’ meeting regarding the election of directors.

After the meeting is notified, shareholders who individually or collectively hold more than 1% of the company's voting shares may propose director candidates within 10 days before the shareholders' meeting, which will be reviewed by the board of directors in accordance with the procedures for amending shareholders' meeting proposals and then submitted to the shareholders' meeting for review. The product of the total number of voting shares represented by shareholders participating in the shareholders' meeting and the number of directors to be elected is the total number of effective voting rights.

Article 10 Director election: Divide the candidates for election into non-independent directors and independent directors to vote separately. When a shareholder votes to elect a non-independent director, the number of votes he or she can vote is equal to the number of shares held by the shareholder multiplied by the number of non-independent directors to be elected. Shareholders can concentrate their total number of votes to vote for one or several candidates, according to the formula. The number of votes cast determines the election of non-independent directors in turn; when shareholders vote for independent directors, the number of votes they can cast is equal to the number of shares held by the shareholder multiplied by the number of independent directors to be elected. Shareholders can concentrate their total votes on one or several independent director candidates, and the number of votes they receive determines the election of independent directors in turn.

Article 11 The number of votes cast by a shareholder for a single director candidate may be higher or lower than the number of voting shares held by the shareholder, and does not have to be an integral multiple of the number of shares, but the total number shall not exceed the total number of valid voting rights held by the shareholder.

Article 12 The election of directors is divided into "yes", "no" and "abstention". Shareholders can exercise their cumulative voting rights according to their own wishes.

If the number of directors voted by a shareholder exceeds the number of directors to be elected, the shareholder's vote will be invalid.

If the total number of votes cast by a shareholder for one or several director candidates is greater than the cumulative number of votes cast, the shareholder's vote will be invalid and shall be deemed to have given up the vote.

When the total number of votes cast by a shareholder for one or several director candidates, either concentratedly or dispersedly, is equal to or less than its cumulative number of votes, the shareholder's vote is valid, and the difference between the cumulative number of votes and the actual number of votes is deemed to have been abandoned.

Article 13 When the last two or more electable directors receive the same number of votes, and the number of elected directors exceeds the number of directors to be elected, other candidate directors ranked before them will be elected, and the last two or more director candidates who receive the same votes will be re-elected. When the shareholders' meeting conducts multiple rounds of elections, the cumulative votes of shareholders shall be recalculated based on the number of directors to be elected in each round of elections. The secretary of the company's board of directors shall announce the cumulative number of votes cast by each shareholder before each round of cumulative voting. If any shareholder, independent director, scrutineer or witness lawyer of this shareholders' meeting has any objection to the announced results, they shall immediately verify the results.

Article 14 The elected directors shall be elected in descending order of votes obtained, and the number of electoral votes obtained by the elected candidates shall account for more than one-half of the voting rights held by shareholders attending the shareholders' meeting. After three rounds of elections at the shareholders’ meeting, the proposed Ningbo Tianyi Medical Devices Co., Ltd. was still unable to be elected. Implementation Rules of the Cumulative Voting System

The number of directors shall be treated as follows:

(1) Director candidates who meet the election requirements will be automatically elected. The remaining candidates will be re-elected and voted on by the shareholders' meeting, and the elected directors will be determined in accordance with the above operating details.

(2) If the elected directors are still unable to be elected after three rounds of re-election at the shareholders' meeting, resulting in the number of elected directors failing to reach the minimum number of directors stipulated by law or the Articles of Association, the original directors shall not resign. The original board of directors shall convene a meeting within 10 days to re-recommend candidates for the vacant director and submit them to the shareholders' meeting for election. The election results in which other directors have been elected shall remain valid, but their term shall be postponed until the vacant director is elected.

Article 15 These Articles shall take effect on the date when they are passed by the shareholders' meeting.

Article 16 Matters not covered in these Rules shall be governed by the relevant national laws, regulations and the Articles of Association; if these Implementing Rules conflict with laws and regulations promulgated by the state in the future or the Articles of Association that have been modified through legal procedures, they shall be governed by the relevant national laws, regulations and the Articles of Association. These Implementing Rules shall be revised in a timely manner and submitted to the shareholders' meeting for review and approval.

Article 17 The right to interpret these rules belongs to the company's board of directors.

Ningbo Tianyi Medical Equipment Co., Ltd.

November 2025