Management system of holding subsidiaries (August 2025)

Thalys Medical Technology Group Co., Ltd. Controlled Subsidiary Management System

Thalys Medical Technology Group Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to strengthen the management and control of the holding subsidiaries of Thalys Medical Technology Group Co., Ltd. (hereinafter referred to as the "Company" or the "Company"), standardize the company's internal operating mechanism, and safeguard the legitimate rights and interests of the company and investors. This system is formulated in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Code of Governance of Listed Companies and other laws, regulations, normative documents, and the Articles of Association of Thalys Medical Technology Group Co., Ltd. (hereinafter referred to as the "Articles of Association").

Article 2 The term "controlled subsidiaries" as used in this system refers to subsidiaries in which the company holds more than 50% of its equity, or holds less than 50% of its equity, but can determine the composition of more than half of its board of directors, or can actually control it through agreements or other arrangements (that is, subsidiaries included in the company's consolidated accounting statements).

Article 3 This system applies to all types of holding subsidiaries of the company.

Article 4 The company exercises shareholder rights mainly through the exercise of voting rights and the appointment of directors, supervisors, senior managers and daily supervision to its holding subsidiaries, and has the obligation to provide guidance, supervision and related services to its holding subsidiaries.

Chapter 2 Basic Principles for the Management of Holding Subsidiaries

Article 5 Strengthens the management and control of holding subsidiaries, aiming to establish an effective control mechanism, conduct risk control on the company's governance structure, assets, resources, etc., and improve the company's overall operating efficiency and risk resistance capabilities.

Article 6 The company shall, in accordance with the requirements of the relevant national laws, regulations and normative documents for the standardized operation of listed companies and the asset control of listed companies, exercise the right to supervise and manage major matters of its controlled subsidiaries as a controlling shareholder or actual controller, and enjoy the right to invest income and make decisions on major matters for invested enterprises in accordance with the law. At the same time, it has the obligation to provide guidance and related services to its holding subsidiaries.

Thalys Medical Technology Group Co., Ltd. Controlled Subsidiary Management System

Article 7 A holding subsidiary shall establish corresponding business plans and risk management procedures based on the company's business strategies and risk management policies.

Article 8 Controlled subsidiaries shall refer to the company's "Major Events Reporting System" and implement the reporting and review procedures for major events, promptly report to the company major business matters, major financial matters and other information that may have a significant impact on the trading prices of the company's stocks and their derivatives, and report major events to the parent company in strict accordance with the authorization provisions of the "Major Events Reporting System".

Article 9 The office of a holding subsidiary must promptly submit its board of directors' resolutions, shareholders' meeting resolutions and other important documents to the company's board secretary on the day after the meeting, and notify matters that may have a significant impact on the trading prices of the company's stocks and their derivatives.

Article 10 Holding subsidiaries shall operate in accordance with the company's standards and specifications, strictly abide by relevant laws and regulations and formulate their internal control systems with reference to this system and the company's relevant regulations. If a company's holding subsidiaries control other companies, they shall establish a management and control system for their holding subsidiaries layer by layer with reference to the requirements of this system and accept the supervision of the company.

Article 11 The development strategies and plans of the holding subsidiaries must be subject to the overall development strategies and plans formulated by the company, and the company's various systems and regulations for the holding subsidiaries must be implemented.

Chapter 3 Establishment of Holding Subsidiaries

Article 12 The establishment of a holding subsidiary (including the formation of a holding subsidiary through mergers and acquisitions) must comply with national laws and regulations, comply with national development plans and industrial policies, comply with the company's development strategy and planning, comply with the company's layout and structural adjustment direction, highlight the main business, and help improve the company's core competitiveness and prevent blind expansion and other irregular investment behaviors.

Article 13 The establishment of a holding subsidiary or the formation of a holding subsidiary through mergers and acquisitions shall be approved in accordance with the authority specified in the "Articles of Association"; anything exceeding the board of directors' approval authority shall be submitted to the shareholders' meeting for review and approval.

Chapter 4 Governance Structure of Holding Subsidiaries

Article 14 A holding subsidiary shall formulate its articles of association in consultation with other shareholders in accordance with the provisions of this system. In accordance with the Company Law and relevant laws and regulations, we will improve our corporate governance structure and establish a sound internal management system. The holding subsidiary shall establish a shareholder meeting, a board of directors (or executive director) and a board of supervisors (or supervisory board) in accordance with the law. Management System of Holding Subsidiary Co., Ltd.

things, if necessary). The Company exercises management, coordination, supervision, assessment and other functions by participating in the shareholder meetings, board of directors and board of supervisors of its controlled subsidiaries.

Article 15 The company shall monitor the governance of its holding subsidiaries by recommending directors, supervisors and senior managers. Directors, supervisors and senior managers recommended by the company are recommended by the company's chairman and managers after consultation. If the chairman and managers disagree, they will be submitted to the company's board of directors for discussion and decision.

Article 16 When a controlled subsidiary holds a board of directors, shareholders' meeting or other major meeting, the meeting notice and topics must be submitted to the company's board secretary five days before the meeting. The board secretary will review whether the matters discussed need to be reviewed and approved by the company's manager (president, the same below), chairman, board of directors or shareholders' meeting, and the board secretary will judge whether it is information that should be disclosed.

Article 17 When a controlled subsidiary holds a shareholder meeting or a board meeting, the company shall authorize designated persons (including directors, supervisors or senior managers recommended by the company) to attend the meeting as shareholder representatives or directors. The shareholder representatives and directors shall report the relevant situation to the company manager, chairman or board of directors within the scope of their authority within one working day after the meeting.

If the company's manager or chairman personally attends a meeting of a controlled subsidiary as a shareholder or director, other attendees no longer need to perform reporting duties to the company's manager, chairman or board of directors.

Article 18 In principle, directors recommended by the company should account for more than half of the members of the board of directors of the holding subsidiary, or can actually control the board of directors of the holding subsidiary through other arrangements. The chairman of the board of directors of a holding subsidiary shall be a director recommended by the company.

Article 19 The directors recommended by the company shall perform the following duties in accordance with the provisions of the Company Law and other laws and regulations, as well as the articles of association of the holding subsidiary:

(1) They should exercise the rights granted by the company prudently, conscientiously and diligently, be responsible to the company, and strive to manage their holding subsidiaries well;

(2) Attend board meetings of holding subsidiaries, participate in board decisions, and promote the board of directors to implement the company's decisions and requirements. During the proceedings of board meetings or other major meetings of controlled subsidiaries, votes or opinions should be made in accordance with the opinions of the company. If the chairman or manager of a company participates in the shareholders' meeting of a controlled subsidiary as a shareholder representative or participates in the board of directors of a controlled subsidiary as a director, the chairman or manager has the right to sign relevant resolutions of the controlled subsidiary within the scope of authorization specified in the company's Articles of Association, Rules of Procedure for Shareholders' Meetings, Rules of Procedure for Board Meetings, and Working Rules for Managers. Matters beyond their own authority should first be mentioned to the company's board of directors or shareholders' meeting for review and approval. If other personnel sign resolutions related to a holding subsidiary, they must first obtain approval from the company's shareholders' meeting, board of directors, chairman or manager.

Thalys Medical Technology Group Co., Ltd. Controlled Subsidiary Management System

Article 20 If a holding subsidiary has a board of supervisors, its members, employee representatives and non-employee representatives shall be selected in accordance with the articles of association of the holding subsidiary.

Article 21 The board of supervisors of a holding subsidiary shall exercise its powers in accordance with the Company Law and other laws and regulations, as well as the articles of association of the holding subsidiary.

Article 22 The supervisors recommended by the company shall perform the following duties in accordance with the provisions of the Company Law and other laws and regulations, as well as the articles of association of the holding subsidiary:

(1) Check the financial affairs of the holding subsidiaries, and when the actions of directors or managers harm the interests of the company, require the directors or managers to make corrections and report to the company in a timely manner;

(2) Supervise the violations of laws, regulations or the company's articles of association by directors and managers of subsidiaries when performing company duties;

(3) Attend the meetings of the supervisory board of the holding subsidiary, and attend the board of directors and shareholders’ meeting of the holding subsidiary;

(4) The articles of association of the holding subsidiary and other responsibilities specified by the company.

Article 23 The establishment of senior managers and financial directors of a holding subsidiary shall be stipulated in the articles of association of the holding subsidiary, and shall be appointed or dismissed upon the decision of the board of directors of the holding subsidiary. Decisions on the appointment of senior managers of holding subsidiaries must be reported to the secretary of the company's board of directors for record within two working days after the appointment.

Article 24 In principle, the directors, supervisors, and senior managers recommended by the company as directors, supervisors, and senior managers of its holding subsidiaries must be directors, senior managers, or relevant professional key personnel of the company. Directors and senior managers of a holding subsidiary shall not concurrently serve as supervisors of the same holding subsidiary.

Chapter 5 Supervision, Management, Rewards and Punishments of Holding Subsidiaries

Article 25 The company's board of directors and various functional departments shall supervise, manage and guide the operations, finance, major investments, information disclosure, legal affairs and human resources of the holding subsidiaries in accordance with the company's internal control system.

Article 26 Controlled subsidiaries shall abide by the company's unified financial management policies and implement a unified accounting system with the company. The company's finance department provides guidance and supervision on the accounting and financial management of the holding subsidiaries; it supervises and manages the reporting and execution of the business plans, financial accounting, capital allocation, external guarantees and related transactions of the holding subsidiaries.

Thalys Medical Technology Group Co., Ltd. Controlled Subsidiary Management System

Article 27 The company has the right to audit and verify the operations and finances of its holding subsidiaries, put forward rectification opinions, and require its holding subsidiaries to make rectifications within a time limit. The company's audit of its holding subsidiaries is organized and implemented by the company's internal audit department and the company's finance department.

Article 28 The manager of the holding subsidiary is responsible for organizing the preparation of relevant operating reports and financial statements in a timely manner, and submitting relevant documents to the company's finance department and the secretary of the board of directors:

(1) Provide the production and operation report and financial statements of the previous quarter within 15 days after the end of the first, second, and third quarters of each year.

(2) Provide fourth quarter and full-year operating performance reports and financial statements within 30 days after the end of each fiscal year.

(3) Provide operating reports and financial statements for the corresponding period at the temporary request of the company's board secretary or finance department. The operating status report of a holding subsidiary must truly reflect its production, operation and management status. In addition to the company's daily operating status, the report content should also include market changes, the performance of relevant agreements, the construction status of key projects, and other major matters. The manager of the holding subsidiary should sign the report and be responsible for the authenticity, accuracy and completeness of the content contained in the report.

Article 29 Each holding subsidiary shall formulate its own salary management system and incentive and restraint mechanism based on the actual situation of the company, and submit it to the subsidiary's board of directors and shareholders' meeting for review and approval after review by the company, and use it as a standard to assess the directors, supervisors, and senior managers of the holding subsidiary after the end of each year, and implement rewards and punishments based on the assessment results.

Article 30 Each holding subsidiary shall safeguard the overall interests of the company, standardize the implementation of various rules and regulations, and strive to create good economic benefits. The company has the right to reward subsidiaries and individuals who have made outstanding contributions as appropriate.

Article 31 If the directors, supervisors, and senior managers assigned by the company to each holding subsidiary are incompetent and unable to perform their corresponding responsibilities and obligations, causing adverse effects on the operating activities and economic interests of the holding subsidiary, the company will, in accordance with relevant procedures, propose corresponding sanctions, punishments, or dismissal to the parties concerned through the subsidiary's board of directors.

Chapter 6 Information Disclosure and Reporting System of Holding Subsidiaries

Article 32 According to the provisions of the "Stock Listing Rules of the Shanghai Stock Exchange", major events that occur in a holding subsidiary are deemed to be major events that occur in the company. Controlled subsidiaries should refer to the company's "Information Thalys Medical Technology Group Co., Ltd. Controlled Subsidiary Management System"

Implement the provisions of the "Disclosure Management System" and the "Major Events Reporting System" and clarify the internal information disclosure responsibilities and confidentiality responsibilities of the holding subsidiaries to ensure that the company's information disclosure complies with the requirements of the "Shanghai Stock Exchange Stock Listing Rules".

Article 33 The person in charge of a holding subsidiary is the first person responsible for the subsidiary's information reporting. When an event occurs in a holding subsidiary that may have a significant impact on the trading price of the company's stocks and its derivatives, he shall notify the company's board of directors on the same day and submit relevant written texts and resolution documents. The secretary of the board of directors will judge whether it is information that should be disclosed.

Article 34 When a holding subsidiary studies, discusses or decides on matters that may involve information disclosure, it shall notify the secretary of the board of directors to attend the meeting and provide it with the information required for information disclosure. Before making any major decisions, a controlled subsidiary should seek the opinion of the board secretary from the perspective of information disclosure.

Article 35 Directors, supervisors, senior managers and other insiders of controlled subsidiaries shall control the number of insiders of the information to the minimum before disclosing information, and shall not leak inside information, engage in insider trading or manipulate stock trading prices.

Chapter 7 Supplementary Provisions

Article 36 Matters not covered in this system shall be implemented in accordance with the provisions of relevant laws, regulations, normative documents and the "Articles of Association"; if this system conflicts with laws, regulations, normative documents promulgated by the country in the future or the "Articles of Association" after legal procedures, the provisions of the relevant national laws, regulations, normative documents and the "Articles of Association" shall be implemented.

Article 37 The company's board of directors is responsible for interpreting this system, and the shareholders' meeting is responsible for revising it.

Article 38 This system shall come into effect from the date of approval by the company's shareholders' meeting, and the same shall apply when it is modified.