2025 Board of Directors Work Report
Thalys Medical Technology Group Co., Ltd.
2025 Annual Board of Directors Work Report
Thalys Medical Technology Group Co., Ltd. (hereinafter referred to as the "Company"), as a core service provider of one-stop solutions for smart hospital construction under the background of deepening digital transformation, has always anchored the "SPD+IVD" dual main business collaborative development strategy and closely followed the 2025 In 2019, the smart medical industry has developed towards intensification, digitization, and low-carbonization, as well as policy requirements for efficient collaboration of the medical supply chain and precision in inspection and testing. The business ecological layout has continued to be extended: deepening regional cooperation in the field of co-construction of independent third-party medical testing centers (ICL) and regional medical testing centers (RMLC); in the field of IVD The product R&D and manufacturing segment focuses on core technology iteration and localized substitution; it increases investment in the field of cutting-edge technology innovation incubation in life sciences; it strengthens compliance and efficiency improvements in innovative low-carbon distributed and localized processing of medical waste, forming a full life cycle management ecological closed loop covering "R&D-supply-service-recycling" of medical devices and consumables, building differentiated core competitiveness through technological innovation and service upgrades, and actively responding to the dual opportunities and challenges of intensifying industry competition and upgrading market demand.
In 2025, the company's board of directors will strictly comply with laws and regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Stock Listing Rules of the Shanghai Stock Exchange, and the provisions and requirements of the company's relevant systems such as the Articles of Association and the Rules of Procedure of the Board of Directors, standardize operations, make scientific decisions, actively promote the development of the company's various businesses, and safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
The work status of the company’s board of directors in 2025 is now reported as follows:
1. Daily work of the company’s board of directors
(1) Board of Directors convening and content of resolutions
In 2025, the board of directors held a total of 13 board meetings in accordance with the requirements of the Company Law, Articles of Association and Rules of Procedure of the Board of Directors, giving full play to the decision-making role of the board of directors. The specific situation is as follows:
Meeting session Convening date Meeting resolution
The following proposals were reviewed and unanimously passed:
The fifth session of directors
"Proposal of the 10th Board of Directors meeting on January 21, 2025 regarding the Board's proposal to revise downward the conversion price of "Sele Convertible Bonds""
Second Meeting "Proposal on Proposing to Convene the Second Extraordinary General Meeting of Shareholders in 2025"
The following proposals were reviewed and unanimously passed:
The fifth session of directors
2025/2/6 "The 10th Meeting on Determining the Downward Revision of the Conversion Price of "Seli Convertible Bonds""
case"
three meetings
The following proposals were reviewed and unanimously passed:
"Proposal on the 2024 General Manager Work Report"
"Proposal on the 2024 Board of Directors Work Report"
"Proposal on the Company's 2024 Annual Report and its Summary"
"Proposal on the Company's 2024 Financial Final Report"
"Proposal on the Special Report on the Deposit and Actual Use of Raised Funds in 2024"
"Proposal on the Profit Distribution Plan for 2024"
"Proposal on the Company's 2024 Internal Control Evaluation Report"
"Proposal on Re-appointment of Accounting Firm"
"Proposal on the Company's First Quarterly Report of 2025"
"Proposal on Confirming the 2024 Remuneration and 2025 Remuneration Plan of the Company's Directors"
The fifth session of directors
- "Confirmation of the 2024 Remuneration Board Meeting for Senior Management of the Company" 2025/4/27
and 2025 Annual Remuneration Plan Proposal"
four meetings
"Proposal of the Board of Directors on Special Opinions on Self-examination of Independence of Independent Directors in 2024"
"Proposal on the Duty Performance Report of the Audit Committee of the Board of Directors in 2024"
"Proposal on the Audit Committee of the Board of Directors' Report on the Performance of Supervisory Responsibilities of the Accounting Firm in 2024"
"Proposal on the 2024 Accounting Firm's Duty Performance Evaluation Report"
"Proposal on the Work Report of Independent Directors in 2024"
"Special Explanation of the Board of Directors on the Elimination of Matters Concerned with Non-standard Audit Opinions in the Financial Statements and Internal Control Audit Reports from 2022 to 2023"
"Proposal on Proposing to Convene the 2024 Annual General Meeting of Shareholders"
The fifth session of directors
The following proposals were reviewed and unanimously passed:
The 10th Committee Meeting 2025/4/28
"Proposal on Not Revising the Conversion Price of "Seli Convertible Bonds" Downward" Five Meetings
The fifth session of directors
The following proposals were reviewed and unanimously passed:
The 10th Committee Meeting 2025/5/29
"Proposal on Changing the Special Account for Raised Funds"
six meetings
The following proposals were reviewed and unanimously passed:
The fifth session of directors
2025/6/4
- "About the termination of some fundraising projects and the remaining raised funds will be transferred to the 10th General Meeting
Proposal to replenish working capital at the seventh meeting
- "Proposal on Proposing to Convene the Third Extraordinary General Meeting of Shareholders in 2025"
The fifth session of directors
The following proposals were reviewed and unanimously passed:
The Tenth Meeting of the Board of Directors 2025/6/26 "Proposal of the Eighth Meeting on Using Part of Idle Raised Funds to Temporarily Supplement Liquidity"
The fifth session of directors
The following proposals were reviewed and unanimously passed:
The 10th Committee Meeting 2025/7/21
"Proposal on Not Redeeming "Sele Convertible Bonds" in Advance"
nine meetings
The following proposals were reviewed and unanimously passed:
"Proposal on the Company's 2025 Semi-annual Report and its Summary"
"Proposal on the Special Report on the Deposit and Actual Use of Funds Raised by the Company in the Half-Year of 2025"
"Proposal on Cancellation of the Board of Supervisors, Change of the Company's Registered Capital and Amendment to the Articles of Association"
"Proposal on Amending and Establishing Part of the Company's Governance System" 4.01 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings"
4.02 "Proposal on Amending the Rules of Procedure of the Board of Directors"
4.03 "Proposal on Amending the Implementation Rules of the Audit Committee of the Board of Directors"
4.04 "Proposal on Amending the Implementation Rules of the Nomination Committee of the Board of Directors"
The fifth session of directors
4.05 "Proposal on Amending the Second 2025/8/27 Rules of Implementation of the Remuneration and Appraisal Committee of the Board of Directors"
10th meeting 4.06 "Proposal on Amending the Implementation Rules of the Strategy Committee of the Board of Directors"
4.07 "Proposal on Amending the "Working System of Independent Directors"" 4.08 "Proposal on Amending the "Working System of Special Meetings of Independent Directors"
4.09 "Proposal on Amending the "Board Secretary's Work System"" 4.10 "Proposal on Amending the "Investor Relations Management System" 4.11 "Proposal on Amending the "External Guarantee Management System" 4.12 "Proposal on Amending the "External Investment Management System" 4.13 "Proposal on Amending the "Related Transaction Decision-making System" 4.14 "Proposal on Amending the "Financing Management System"
4.15 "Proposal on Amending the "Major Transaction Decision-making System"" 4.16 "Proposal on Amending the "Accounting Firm Selection System"
4.17 "Proposal on Amending the "Insider Information Insider Registration and Management System"
4.18 "Proposal on Amending the Accountability System for Major Errors in Annual Report Information Disclosure"
4.19 "Proposal on Amending the "Remuneration Management Measures for Directors and Senior Management Personnel"
4.20 "Proposal on Amending the Rules for the Management of Company Shares Held by Directors and Senior Management and Their Changes"
4.21 "Proposal on Amending the Information Disclosure Suspension and Exemption Management System"
4.22 "Proposal on Amending the Management Measures for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers and Related Parties"
4.23 "Proposal on Amending the Code of Conduct for Controlling Shareholders and Actual Controllers"
4.24 "Proposal on Amending the Management System of Holdings Subsidiaries" 4.25 "Proposal on Amending the Manager's Work Rules"
4.26 "Proposal on Amending the "Cumulative Voting Implementation Rules"" 4.27 "Proposal on Amending the "Information Disclosure Management System" 4.28 "Proposal on Amending the "Internal Audit System"
4.29 "Proposal on Amending the Measures for the Management of Raised Funds" 4.30 "Proposal on Formulating the "Resignation Management System for Directors and Senior Management Personnel"
4.31 "Proposal on Amending the "Internal Control System""
- "About Proposing to Convene the Fourth Extraordinary General Meeting of Shareholders in 2025"
Bill
The following proposals were reviewed and unanimously passed:
The fifth session of directors
- "On the Capital Increase of Shareholding Subsidiaries and the Second Meeting of the Board of Directors with the Actual Controllers"
2025/9/16 Proposal on Outward Investment in Investment and Related Transactions》
Eleventh meeting
- "Proposal on Proposing to Convene the Fifth Extraordinary Shareholders' Meeting in 2025"
The fifth session of directors
The following proposals were reviewed and unanimously passed:
First things first
- "Proposal on the Company's Third Quarterly Report of 2025" 2025/10/29
12th Meeting 2. "Proposal on Provision for Asset Impairment in the First Three Quarters of 2025"
case"
discuss
The fifth session of directors
The following proposals were reviewed and unanimously passed:
First things first
- "Proposal on Not Redeeming "Selic Convertible Bonds" in Advance"
2025/11/11
The Thirteenth Meeting 2. "Discussion on the Estimated Guarantee Amount for Controlled Subsidiaries"
case"
discuss
The following proposals were reviewed and unanimously passed:
Fifth Board of Directors 2025/12/22
"Proposal on Increasing the Company's Business Scope and Correspondingly Amending the Second Session of the Company's Articles of Association"
"The Fourteenth Meeting on Proposing to Convene the First Extraordinary Shareholders' Meeting in 2026"
case"
discuss
(2) The board of directors organized and convened the shareholders’ meeting
During the reporting period, the company held a total of 6 shareholders' meetings, including 1 annual shareholders' meeting and 5 extraordinary shareholders' meetings.
meeting, the board of directors shall, in accordance with the provisions of the Company Law and other relevant laws and regulations, and in accordance with the requirements of the Articles of Association,
Strictly fulfill the powers granted by the shareholders' meeting and conscientiously implement the decision-making procedures for major matters. The specific situation is as follows:
Meeting session Convening date Meeting resolution
Year 2025
In January 2025, "About the transfer of equity interests in holding subsidiaries and the passive formation of financial assistance for a temporary period
Proposal on the 15th
shareholders meeting
Year 2025
February 2025
"About the Board of Directors' Proposal to Lower the Second Temporary Revision of the Conversion Price of "Saili Convertible Bonds"
6th Day’s Bill
shareholders meeting
"Proposal on the 2024 Board of Directors Work Report"
"Proposal on the Work Report of the Board of Supervisors in 2024"
"Proposal on the Company's 2024 Annual Report and its Summary"
Year 2024
- "Proposal on the Company's 2024 Financial Final Report" May 2025
Shareholders Meeting 5. "Proposal on the Profit Distribution Plan for 2024"
19th
Meeting 6. "Proposal on Re-appointment of Accounting Firm"
"Proposal on Confirming the 2024 Remuneration and 2025 Remuneration Plan of the Company's Directors"
"Proposal on Confirming the 2024 Remuneration and 2025 Remuneration Plan of the Company's Supervisors"
Year 2025
June 2025 "About the termination of some fundraising projects and the permanent three-time provisional of the remaining raised funds."
20th Proposal to Supplement Liquidity"
shareholders meeting
"Proposal on Abolition of the Board of Supervisors, Change of the Company's Registered Capital and Amendment to the Articles of Association"
"Proposal on Amending Part of the Company's Governance System"
Year 2025
September 2025
2.01 "Proposal on Amending the Rules of Procedure for Shareholders' Meetings" four temporary
15th 2.02 "Proposal on Amending the Rules of Procedure of the Board of Directors" Shareholders' Meeting
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 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 System"
2.10 "Proposal on Amending the "Remuneration Management Measures for Directors and Senior Management Personnel"
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 "Management Measures for Raised Funds" 2.16 "Proposal on Amending the "Internal Control System"
Year 2025
October 2025
"About increasing capital in equity subsidiaries and jointly investing five temporary investments with actual controllers"
9th Proposal on Outward Investment in Assets and Related Transactions"
shareholders meeting
(3) Performance of duties of each special committee of the board of directors
The company's board of directors has four special committees, namely the Strategy Committee, the Audit Committee, and the Nomination Committee.
Committee, Compensation and Appraisal Committee. During the reporting period, the special committees of the Board of Directors actively carried out their work.
Perform your duties conscientiously and give full play to your professional skills and decision-making abilities. In 2025, each special committee will convene a total of 1
2 Strategy Committee meetings, 4 Audit Committee meetings, and 1 Remuneration and Appraisal Committee meeting. specific call
The opening situation is as follows:
convene
Meeting session Convening date Meeting resolution
committee
Fifth term of directors
The following proposals were reviewed and unanimously passed:
Strategy Committee Strategy Committee September 2025
"About capital increase in shareholding subsidiaries and external investment in joint investments and related-party transactions with actual controlling shareholders on January 16, 2025
motion"
a meeting
The following proposals were reviewed and unanimously passed:
The Fifth Session of Directors 1. "About the Company's 2024 Annual Report and its
Summary of motion
Audit Committee Audit Committee 2025 4
- "About the Company's 2024 Financial Final Accounts Report" on January 27, 2025
motion to report
a meeting
- "About the deposit and placement of raised funds in 2024"
Proposal for Special Report on Actual Usage"
"Proposal on the Company's 2024 Internal Control Evaluation Report"
"Proposal on Re-appointment of Accounting Firm"
"Proposal on the Company's First Quarterly Report of 2025"
"Proposal on the Performance Report of the Audit Committee of the Board of Directors in 2024"
"Proposal on the Audit Committee of the Board of Directors' Report on the Performance of Supervisory Responsibilities of the Accounting Firm in 2024"
"Proposal on the 2024 Accounting Firm Performance Evaluation Report"
The following proposals were reviewed and unanimously passed:
Fifth term of directors
- "About the Company's 2025 Semi-Annual Report and Meeting of the Audit Committee August 2025"
Proposal of its summary
Meeting on January 27, 2025 2. The Second Meeting of the Special Report on the Deposit and Actual Use of Funds Raised in the Half-Year of 2025
Bill
The fifth session of directors reviewed and unanimously approved the following proposals:
2025
- "About the Company's 2025 Third Quarterly Report Meeting Audit Committee"
Proposal of October 29th
Meeting in 2025
- "Three Meetings on Asset Provisions for the First Three Quarters of 2025"
Proposal on Impairment Provisions"
Fifth term of directors
2025
The following proposals were reviewed and unanimously passed:
Audit Committee
December 31 "Meeting on the Company's 2026 Audit Work Plan 2025"
Japan Bill
four meetings
The fifth session of directors reviewed and unanimously approved the following proposals:
- "About Confirmation of the Remuneration and Examination of the Company's Directors in the 2024 Annual Salary Meeting"
Salary and examination 2025 4
Proposal on Remuneration and 2025 Remuneration Plan"
nuclear commission
Nuclear Committee February 27 2. "About confirming the company's senior management personnel"
No. 1 in 2025
2024 Annual Remuneration and 2025 Annual Remuneration Plan Meeting
motion"
(4) Duty performance of independent directors
During the reporting period, the company's independent directors strictly followed the "Company Law", "Independent Director Work System" and other relevant regulations.
In accordance with the provisions of relevant laws and regulations, and in accordance with the requirements of the Articles of Association, we shall perform our duties honestly, diligently and independently.
During the reporting period, a special meeting of independent directors was held. The independent directors carefully reviewed various proposals of the board of directors.
Exercise the rights granted by the company and shareholders. Pay attention to the company's operating conditions in a timely and comprehensive manner, actively attend relevant meetings, give full play to the role of independent directors, and provide effective guarantee for the scientific decision-making of the board of directors. During the reporting period, the independent directors agreed to all proposals and other matters of the company reviewed by the board of directors this year, and did not raise objections or abstain from voting.
(5) Information disclosure
During the reporting period, the company's board of directors strictly abided by the relevant regulations on information disclosure, completed regular report disclosures on time in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and issued various temporary announcements in a timely manner to ensure that they were true, accurate, complete and timely based on the company's actual situation, faithfully performed its information disclosure obligations, and ensured that investors kept abreast of the company's operating dynamics, financial status, major decisions and other matters.
(6) External guarantees and provision of financial assistance
During the reporting period, in order to meet the capital needs of the controlled subsidiaries for daily operations and business development, the company evaluated and ensured that the subsidiaries providing guarantees were operating normally and had the ability to perform the contract, and the "Proposal on Estimating the Guarantee Amount for Controlled Subsidiaries" was reviewed and approved. The relevant guarantees were reviewed and disclosed according to legal procedures, and there were no overdue external guarantees.
During the reporting period, the company continued to list financial assistance matters as key management and control matters, tracked and evaluated passive financial assistance matters formed in 2024 and before, and supervised repayment by signing repayment agreements and regularly following up on the progress of repayment. Some of the funds have been recovered, and there are no new major financial assistance risks. Relevant progress has been disclosed as required.
(7) Investor relations management
The company attaches great importance to building harmonious investor relations and provides diversified communication channels to proactively strengthen contact and communication with investors; the company’s board secretary and relevant designated personnel coordinate information communication between the company and securities regulatory agencies, shareholders and actual controllers, intermediaries, media, research institutions, etc. through telephone, email, Shanghai Stock Exchange interactive platform, corporate official website, etc. The company continues to improve the construction of the investor relations section and organizes online performance briefings after the disclosure of regular reports to listen to investors' opinions and suggestions on the company. Under the premise of legal compliance, it helps to enhance investors' recognition of the company's strategic development and planning, strives to maintain a long-term and stable good interactive relationship with investors, and reminds investors to make prudent decisions and invest rationally.
2. The company’s overall operating situation in 2025
During the reporting period, the company faced multiple challenges such as centralized procurement expansion, medical insurance fee control, lengthening hospital payment cycle, and liquidation of low-margin businesses. It unswervingly implemented the two-wheel drive strategy of "intensive medical services + digital innovation" and took "optimizing structure, focusing on main business, reducing costs and increasing efficiency, and improving cash flow" as its core operating policy. It proactively divested traditional distribution businesses and non-core assets with low gross profits, high advance capital, and weak stickiness, and fully focused on medical consumables SPD lean management, IVD Intensive overall solutions and medical digital intelligent services are three core tracks with high barriers and high gross profits. The SPD business continues to expand regional market cooperation, and its digital service capabilities are further improved; IVD product research and development and market promotion are steadily advanced, and the competitiveness of core products is enhanced. At the same time, the company continues to strengthen the refined management of accounts receivable, optimize the payment incentive mechanism, and significantly improve the payment efficiency; strengthen cost control and resource integration, continue to show the results of cost reduction and efficiency improvement, and the overall operation is stable and orderly.
3. 2026 Annual Work Plan of the Board of Directors
In 2026, the company's board of directors will strictly abide by relevant laws and regulations and the "Articles of Association", adhere to the core concepts of "standardized governance, scientific decision-making, innovative empowerment, and steady development", effectively perform its duties, comply with the industry transformation trend, promote the company's strategic transformation and high-quality development, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The board of directors will strengthen standardized governance, promote the implementation of the governance system revised in 2025, strengthen the ability of directors to perform their duties, improve the internal control system, and carry out risk inspections on a regular basis. Increase investment in research and development of AI medical technology, promote the deep integration of AI with medical services, supply chain management and other businesses, optimize business models, cultivate new scenarios, promote business structure upgrades, continue to reduce costs and increase efficiency, optimize cash flow, and enhance core competitiveness. At the same time, we optimize investor relations management, broaden communication channels, strengthen communication and docking with all parties, convey transformation concepts, and maintain good investor relations. Strengthen risk management and control, investigate compliance risks, strengthen management and control of subsidiaries, and ensure the company's stable operations. In addition, we actively fulfill our social responsibilities, rely on AI medical technology to help medical institutions improve service quality, practice green development, care for employees, and pool transformation efforts to create greater value for all shareholders.
The Board of Directors of Thalys Medical Technology Group Co., Ltd.
April 29, 2026