/Announcement of Resolutions of the 26th Meeting of the Fifth Board of Directors
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Announcement of Resolutions of the 26th Meeting of the Fifth Board of Directors

Shanghai Stock Exchange
2026/04/29

Securities code: 603716 Securities abbreviation: Saili Medical Announcement number: 2026-029

Thalys Medical Technology Group Co., Ltd.

The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.

Important content reminder:

 All directors attended the board meeting in person;

 No director voted against/abstained from voting on this board meeting;

 All resolutions of this board meeting have been approved.

1. Convening of board of directors meetings

Thalys Medical Technology Group Co., Ltd. (hereinafter referred to as the "Company") sent the notice of the 26th meeting of the fifth board of directors by email on April 17, 2026. The meeting was held on April 27, 2026 in the conference room C of Building A of the company through a combination of on-site and communication methods. Nine directors should be present at this meeting, but actually 9 were present. The meeting was presided over by Mr. Wen Wei, the chairman of the board, and all senior managers of the company attended the meeting.

This board of directors went through appropriate notification procedures. The convening, holding and voting procedures of the meeting complied with the provisions of the Company Law and other relevant laws and regulations and the Articles of Association. The meeting and the resolutions passed were legal and valid.

2. Review status of board of directors meeting

This meeting reviewed and passed the following proposals:

(1) Consideration and adoption of the “Proposal on the General Manager’s Work Report for 2025”

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(2) Consider and approve the “Proposal on the Work Report of the Board of Directors for 2025”

For details, please refer to the "2025 Board of Directors Work Report" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(3) Consider and approve the “Proposal on the Company’s 2025 Annual Report and its Summary”

This proposal has been reviewed and approved by the Audit Committee of the fifth board of directors at the first meeting in 2026 and agreed to be submitted to the board of directors for review.

For details, please refer to the "2025 Annual Report" and "2025 Annual Report Summary" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(4) Consideration and approval of the “Proposal on the Company’s 2025 Financial Final Accounts Report”

This proposal has been reviewed and approved by the Audit Committee of the fifth board of directors at the first meeting in 2026 and agreed to be submitted to the board of directors for review.

For details, please refer to the "2025 Financial Final Accounts Report" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(5) Consider and approve the "Proposal on the Special Report on the Deposit, Management and Actual Use of Raised Funds in 2025"

This proposal has been reviewed and approved by the Audit Committee of the fifth board of directors at the first meeting in 2026 and agreed to be submitted to the board of directors for review.

For details, please refer to the "Special Report on the Deposit, Management and Actual Use of Raised Funds in 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) (Announcement No.: 2026-030).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(6) Consideration and approval of the “Proposal on the Profit Distribution Plan for 2025”

Since the net profit attributable to shareholders of the listed company in 2025 is negative and there is no basis for dividend distribution, the company plans not to distribute profits in 2025 nor convert capital reserve funds into share capital.

For details, please refer to the "Announcement on No Profit Distribution in 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) (Announcement No.: 2026-031).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(7) Consideration and approval of the “Proposal on the Company’s 2025 Internal Control Evaluation Report”

This proposal has been reviewed and approved by the Audit Committee of the fifth board of directors at the first meeting in 2026 and agreed to be submitted to the board of directors for review.

For details, please refer to the "2025 Internal Control Evaluation Report" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(8) Consideration and approval of the "Proposal on Re-appointment of the Accounting Firm"

This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "Announcement on Re-appointment of the Accounting Firm" (Announcement No.: 2026-032) published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(9) Review the "Proposal on Confirming the Remuneration of the Company's Directors in 2025 and the Remuneration Plan for 2026". For details about the remuneration of the Company's directors in 2025, please refer to the "2025 Annual Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The company’s directors’ remuneration plan for 2026 is:

(1) For those who serve as directors and hold other positions in the company, the salary in 2026 will be based on the salary in 2025 and determined in accordance with the company's "Remuneration Management Measures for Directors and Senior Managers" and the salary and assessment management methods corresponding to the position;

(2) Those who do not hold other positions in the company other than directors will not receive remuneration from the company;

(3) Independent directors adopt a fixed director allowance of 90,000 yuan per year before tax per person.

This proposal has been reviewed and approved by the first meeting of the Remuneration and Assessment Committee of the fifth board of directors in 2026 and agreed to be submitted to the board of directors for review.

All directors abstained from voting on this proposal, and this proposal was directly submitted to the company's shareholders' meeting for review.

(10) Consideration and approval of the “Proposal on Confirming the 2025 Remuneration and 2026 Remuneration Plan for the Company’s Senior Management”

For details on the remuneration of the company's senior managers in 2025, please refer to the "2025 Annual Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The 2026 remuneration plan for the company’s senior managers is:

The salary of the company's senior managers in 2026 is based on the salary in 2025 and is determined in accordance with the company's "Remuneration Management Measures for Directors and Senior Managers".

This proposal has been reviewed and approved by the first meeting of the 2026 remuneration and assessment committee of the fifth board of directors and agreed to be submitted to the board of directors for review. The senior management remuneration plan will be explained at the 2025 annual shareholders' meeting.

Voting results: There were a total of 6 valid votes, including 6 votes in favor, 0 votes against, and 0 abstentions. Related directors Wang Zheng, Fan Li, and Lu Yi abstained from voting.

(11) Consideration and approval of the "Proposal of the Board of Directors on Special Opinions on Self-examination of Independence of Independent Directors in 2025"

For details, please refer to the "Special Opinions of the Board of Directors on the Self-examination of the Independence of Independent Directors in 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(12) Consideration and approval of the "Proposal on the Performance Report of the Audit Committee of the Board of Directors in 2025" This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "Duty Performance Report of the Audit Committee of the Board of Directors for 2025" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(13) Consider and approve the "Proposal on the "Report on the Performance of Supervisory Responsibilities of the Accounting Firm by the Audit Committee of the Board of Directors in 2025""

This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "Report on the Performance of Supervisory Responsibilities of the Accounting Firm by the Audit Committee of the Board of Directors in 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(14) Consideration and approval of the “Proposal on the Assessment Report on the Accounting Firm’s Performance of Accounting Firms in 2025”. This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "Evaluation Report on the Performance of Accounting Firms' Duties in 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(15) Consider and approve the “Proposal on the Work Report of Independent Directors in 2025”

Mr. Zhang Zhaoguo, Mr. Shi Xianwang, and Mr. Zhang Zhen, independent directors of the fifth session of the company's board of directors, respectively submitted the "2025 Independent Directors' Work Report" to the board of directors. The independent directors will report their work at the company's 2025 annual shareholders' meeting.

For details, please refer to the "2025 Independent Directors' Duty Report" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(16) Consideration and approval of the "Proposal on Amending the Measures for the Remuneration Management of Directors and Senior Management Personnel". This proposal has been reviewed and approved by the Remuneration and Assessment Committee of the fifth board of directors at the first meeting in 2026 and agreed to be submitted to the board of directors for review.

For details, please refer to the "Remuneration Management Measures for Directors and Senior Management Personnel" (April 2026) published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(17) The "Proposal on the Shareholder Return Plan for the Next Three Years (2026-2028)" was reviewed and approved. For details, please refer to the "Shareholder Return Plan for the Next Three Years (2026-2028)" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(18) The "Proposal on the Company's Uncovered Losses Reaching One-Third of the Total Paid-In Share Capital" was reviewed and approved. For details, please refer to the "Announcement on the Company's Uncovered Losses Reaching One-third of the Total Paid-In Share Capital" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day (Announcement No.: 2026-033). Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(19) Consideration and approval of the "Proposal on Provision for Asset Impairment in the Fourth Quarter of 2025"

This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "Announcement on Provision for Asset Impairment in the Fourth Quarter of 2025" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day (Announcement No.: 2026-034).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(20) Consideration and approval of the "Proposal on Changing Registered Capital and Amending the Articles of Association"

For detailed information, please refer to the "Announcement on Change of Registered Capital and Revision of the Articles of Association" (Announcement No.: 2026-035) and the "Articles of Association" (April 2026) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company's shareholders' meeting for review.

(21) Consideration and approval of the "Proposal on Proposing to Convene the 2025 Annual Shareholders Meeting"

The company plans to hold the 2025 Annual Shareholders Meeting at 14:00 on May 19, 2026, in the conference room A of Building A of the company.

For details, please refer to the "Notice on Convening the 2025 Annual Shareholders Meeting" (Announcement No.: 2026-036) published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

(22) Consideration and approval of the “Proposal on the Company’s First Quarterly Report of 2026”

This proposal has been reviewed and approved by the Audit Committee of the fifth session of the Board of Directors at the first meeting in 2026 and agreed to be submitted to the Board of Directors for review.

For details, please refer to the "2026 First Quarter Report" published on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: There were a total of 9 valid votes, including 9 votes in favor, 0 votes against, and 0 abstentions.

Announcement is hereby made.

The Board of Directors of Thalys Medical Technology Group Co., Ltd.

April 29, 2026