2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Meeting materials of the 2025 Fourth Extraordinary General Meeting of Shareholders of Thalys Medical Technology Group Co., Ltd.
(Stock code: 603716)
Meeting time: September 15, 2025
Catalog of meeting materials for the fourth extraordinary general meeting of shareholders in 2025
1. Meeting instructions
2. Meeting Agenda
3. Proposal
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Thalys Medical Technology Group Co., Ltd.
Instructions for the Fourth Extraordinary General Meeting of Shareholders in 2025
In order to protect the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the meeting, these instructions are specially formulated.
Upon review by the company, shareholders, shareholder representatives and other attendees who are qualified to participate in this meeting can enter the venue. The company has the right to refuse entry to the venue for those who do not meet the conditions. Participating shareholders should arrive on time according to the notice time. If participating shareholders or their agents are late and attend the meeting before the voting begins, they can participate in the voting; if they are late after the voting begins, they are not allowed to participate in the voting, but they can attend the meeting. Late-coming shareholders or their agents are not allowed to raise questions, suggestions and speech requests on the proposals that have been reviewed. Late-coming shareholders or their agents must not affect the normal progress of the shareholders' meeting, otherwise the host of the meeting shall take measures to deny their admission.
Participants must abide by the agenda of this shareholders’ meeting. After entering the venue, you should take your seats in accordance with the conference arrangements and order. During the meeting, the venue should be kept quiet and no behavior should be allowed to interfere with the order of the meeting, create quarrels and troubles, interrupt the normal speeches of participants, or infringe upon the legitimate rights and interests of shareholders. The company's meeting affairs team has the right to stop and report to the relevant departments for investigation and punishment.
Shareholders shall enjoy rights such as the right to speak, the right to question, and the right to vote in accordance with the law. Participating shareholders and/or shareholder representatives should carefully read the relevant proposal materials for the general meeting of shareholders before the meeting, and submit their inquiries and suggestions in writing to the staff of the general meeting of shareholders before the meeting and during the meeting, and forward them to the host of the meeting or make them orally. The host of the meeting will designate relevant personnel to answer or accept questions at the shareholders' meeting.
Before shareholders request to speak at the meeting, please raise your hands to obtain the consent of the host. If there is no special reason, the meeting host will arrange for him to speak. The scope of shareholders' speeches is limited to the topics considered at this meeting or the company's operation, management, development, etc. If it exceeds this limit, the organizer of the meeting has the right to disqualify the speaker from speaking at the meeting, and the respondent has the right to refuse to answer irrelevant questions.
Shareholders’ suggestions on the company’s operations and management can be made in oral or written form, but the time for oral speeches should be arranged by the conference affairs group.
If the review of proposals takes a long time, it may lead to the extension of the time of the shareholders' meeting. The host of the meeting can reasonably arrange the time for questions and speeches according to the time requirements of the shareholders' meeting. If it is really necessary to extend the shareholders' meeting
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
or shareholders have objections to the arrangements of the meeting host, the meeting host shall request all participating shareholders to vote on the question and speech of extending the shareholders' meeting or terminating the proposal and proceeding to the consideration of the next proposal.
After all proposals have been reviewed, shareholder voting begins; during the voting process, shareholders and shareholder representatives should exercise their voting rights seriously and independently and must not interfere with the voting of other shareholders.
The meeting shall adopt voting method. Shareholders exercise their voting rights based on the number of voting shares they hold, and each share is entitled to one vote. When shareholders vote, they should fill in the symbol "√" for the corresponding option in the "Voting Opinion" column under each proposal in the vote. Shareholders attending the general meeting of shareholders should express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain. Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
The company’s board of directors hired a practicing lawyer from Guoco Law Firm (Shanghai) to attend the shareholders’ meeting and issue legal opinions.
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Thalys Medical Technology Group Co., Ltd.
Agenda for the Fourth Extraordinary General Meeting of Shareholders in 2025
1. Meeting time: 14:00 pm on September 15, 2025 (Monday)
The start and end time of online voting: From September 15, 2025 to September 15, 2025, the Shanghai Stock Exchange online voting system will be adopted. The voting time through the trading system voting platform will be the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform will be 9:15-15:00 on the day of the shareholders’ meeting.
- Meeting location: Conference Room A, Building A, Thalys Medical Technology Group Co., Ltd.
3. Voting method: a combination of on-site voting and online voting
4. Equity registration date: September 10, 2025 (Wednesday)
- Conference registration time: September 12, 2025 (Friday) 9:30-11:30 am, 14:00-16:00 pm
6. Meeting Convener: Company Board of Directors
7. Meeting Agenda:
(1) The host announces the meeting and introduces the shareholders and other attendees;
(2) Read out the meeting instructions;
(3) Read out and review various proposals:
Consider the "Proposal on Cancellation of the Board of Supervisors, Change of the Company's Registered Capital and Amendment to the Articles of Association"
Review the "Proposal on Amending Part of the Company's Governance System"
2.01 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings"
2.02 "Proposal on Amending the Rules of Procedure of the Board of Directors"
2.03 "Proposal on Amending the "Working System of Independent Directors""
2.04 "Proposal on Amending the "External Guarantee Management System""
2.05 "Proposal on Amending the "Foreign Investment Management System""
2.06 "Proposal on Amending the Related Party Transaction Decision-making System"
2.07 "Proposal on Amending the Financing Management System"
2.08 "Proposal on Amending the "Major Transaction Decision-making System""
2.09 "Proposal on Amending the "Accounting Firm Selection and Recruitment System""
2.10 "Proposal on Amending the "Remuneration Management Measures for Directors and Senior Management Personnel"
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
2.11 "Proposal on Amending the Code of Conduct for Controlling Shareholders and Actual Controllers" 2.12 "Proposal on Amending the Management System of Controlled Subsidiaries"
2.13 "Proposal on Amending the "Cumulative Voting Implementation Rules""
2.14 "Proposal on Amending the "Information Disclosure Management System""
2.15 "Proposal on Amending the Measures for the Management of Raised Funds"
2.16 "Proposal on Amending the "Internal Control System""
(4) Shareholders/shareholder representatives speak and senior executives answer shareholders’ questions and inquiries;
(5) Nominate two shareholder representatives, one supervisor representative and lawyers to participate in the voting supervision and counting;
(6) Shareholders vote on the above proposals;
(7) Supervise and count votes (count and count the on-site votes and upload them to the Shanghai Stock Exchange Information Network Co., Ltd., adjourn the meeting temporarily; download the combined results of on-site and online voting from the company’s information service platform and resume the meeting);
(8) Announce all voting results;
(9) Read out the resolutions of the company’s shareholders’ meeting;
(10) Read out the legal opinions on this shareholders’ meeting;
(11) The participating directors, supervisors, conveners, hosts, and board secretaries shall sign on the minutes and resolutions of the general meeting of shareholders;
(12) Announce the end of the conference.
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Proposal 1:
Regarding the cancellation of the board of supervisors, changes in the company’s registered capital and
Proposal to amend the Articles of Association
Dear shareholders and shareholder representatives:
In order to fully implement laws, regulations and regulatory requirements and further improve the level of corporate governance, in accordance with the latest relevant laws and regulations, such as the "Company Law of the People's Republic of China", "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", "Guidelines on the Articles of Association of Listed Companies" and other latest relevant laws and regulations, and in light of the actual situation of the company, some provisions of the "Articles of Association" are revised.
1. Cancellation of the Board of Supervisors
In order to further improve the company's structure and promote the company's standardized operations, in accordance with relevant laws and regulations, the company plans to cancel the board of supervisors. The relevant powers of the board of supervisors will be taken over by the audit committee of the board of directors. At the same time, the company's "Rules of Procedure for the Board of Supervisors" will be abolished.
Before the company's shareholders meeting approves the cancellation of the supervisory board, the company's fifth supervisory board will continue to perform its corresponding duties in strict accordance with relevant regulations.
After the cancellation of the company's supervisory board, Mr. Chen De will no longer serve as the chairman of the company's supervisory board, Ms. Tu Jing will no longer serve as the company's non-employee representative supervisor, and Mr. Yang Yuan will no longer serve as the company's employee representative supervisor. As of the review of this proposal, the above three people do not hold shares in the company, and there are no commitments that should be performed but have not been performed. The company expresses its sincere gratitude to Mr. Chen De, Ms. Tu Jing, and Mr. Yang Yuan for their diligent work and contribution to the development of the company during their tenure.
2. Changes in the company’s registered capital
As approved by the China Securities Regulatory Commission (CSRC License [2020] No. 1033), the company publicly issued 5.4331 million convertible corporate bonds (hereinafter referred to as "Celic Convertible Bonds") on August 21, 2020, with a face value of 100 yuan each, a total issuance of 543.31 million yuan, and a term of 6 years.
"Saili Convertible Bonds" will enter the conversion period from March 1, 2021, and the company will use new shares as the source of conversions from April 29, 2024. From April 29, 2024 to August 20, 2025, a total of 19,186,941 shares of "Saili Convertible Bonds" have been converted. As a result, the company's total number of shares increased from 190,952,305 shares to 210,139,246 shares.
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
Based on the aforementioned changes in the total number of shares, it is planned to change the registered capital from RMB 190,952,305 to RMB 210,139,246.
3. Revision of the "Articles of Association"
Based on the revision of relevant laws, regulations and normative documents, the company plans to revise the corresponding provisions of the Articles of Association, as follows:
Adjust "Shareholders' Meeting" to "Shareholders' Meeting";
Delete or modify the expressions "Board of Supervisors" and "Supervisors" to "Audit Committee" and "Members of the Audit Committee";
Please refer to the revision comparison table for details of the main revisions. Modifications that do not affect the substantive content will not be listed one by one. Due to the deletion and addition of some clauses, the original clause numbers and index serial numbers of the "Articles of Association" will be adjusted accordingly according to the revised contents.
For details, please refer to the "Articles of Association" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day. This proposal has been reviewed and approved at the 20th meeting of the fifth session of the Board of Directors of the company, and is now submitted to shareholders and shareholder representatives for review.
Thalys Medical Technology Group Co., Ltd.
September 15, 2025
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials Proposal 2:
Proposal on Amending Part of the Company’s Governance System
Dear shareholders and shareholder representatives:
In order to fully implement laws, regulations and regulatory requirements and further improve the level of corporate governance, in accordance with the latest relevant laws and regulations such as the "Company Law of the People's Republic of China", "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", "Guidelines on the Articles of Association of Listed Companies" and other latest relevant laws and regulations, and in light of the company's actual situation, the company plans to revise the corresponding provisions of some of the company's systems. The specific systems are as follows:
No. Management system Deliberation requirements Revision status 1 "Rules of Procedures for Shareholders' Meeting" Shareholders' General Meeting Revision 2 "Rules of Procedure for Board of Directors" Shareholders' General Meeting Revision 3 "Working System for Independent Directors" Shareholders' General Meeting Revision 4 "External Guarantee Management System" Shareholders' General Meeting Revision 5 "External Investment Management System" Shareholders' General Meeting Revision 6 "Related Transaction Decision-making System" Shareholders' General Meeting Revision 7 "Financing Management System" Shareholders' General Meeting Revision 8 "Major Transaction Decision-making System" Shareholders' General Meeting Revision 9 "Accounting Firm Selection System" General Meeting of Shareholders Revised 10 "Remuneration Management Measures for Directors and Senior Managers" General Meeting of Shareholders Revised 11 "Code of Conduct for Controlling Shareholders and Actual Controllers" General Meeting of Shareholders Revised 12 "Management System of Controlled Subsidiaries" General Meeting of Shareholders Revised 13 "Regulations on the Implementation of Cumulative Voting" General Meeting of Shareholders Revised 14 "Management System for Information Disclosure" General Meeting of Shareholders Revised 15 "Measures for the Management of Raised Funds" General Meeting of Shareholders Revised 16 "Internal Control System" General Meeting of Shareholders Revised
2025 Fourth Extraordinary General Meeting of Shareholders Meeting Materials
For details, please refer to the relevant systems disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day. This proposal has been reviewed and approved at the 20th meeting of the fifth session of the Board of Directors of the company, and is now submitted to shareholders and shareholder representatives for review.
Thalys Medical Technology Group Co., Ltd.
September 15, 2025