Core Viewpoint - The document outlines the management system for fund transactions between Beijing Bairen Medical Technology Co., Ltd. and its related parties, aiming to prevent fund occupation and protect the rights of the company and its stakeholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation [1]. - The system applies to the company and its subsidiaries included in the consolidated financial statements [2]. - Related party transactions are defined according to the regulations of the listing rules [1]. Group 2: Prevention of Fund Occupation - The company prohibits various forms of fund occupation by related parties, including operational and non-operational fund occupations [2][3]. - Company directors and senior management are legally obligated to ensure the safety of company funds [3]. - Strict measures are in place to prevent non-operational fund occupation, including regular audits and reporting mechanisms [4][5]. Group 3: Transaction Procedures - All related party transactions must adhere to the decision-making procedures outlined in the listing rules and the company's internal regulations [3][4]. - Financial departments must review and approve payment requests related to transactions with related parties [8][9]. Group 4: Accountability and Penalties - Directors and senior management may face administrative penalties and civil liabilities for violations of the fund management system [10][11]. - The company is required to take legal action against related parties that occupy company funds and cause losses [10][11]. Group 5: Miscellaneous Provisions - The system will be effective upon approval by the company's shareholders and will be interpreted by the board of directors [11].

Core Viewpoint - The document outlines the major operational and investment decision-making management system of Beijing Bairen Medical Technology Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [2][10]. Group 1: General Principles - The system is established to standardize the procedures for major operational and investment decisions, ensuring effective risk prevention and resource allocation [2]. - Major decision-making principles include alignment with the company's development strategy, optimizing resource allocation, and enhancing core competitiveness [2]. Group 2: Decision Scope - Major operational matters include significant purchase and sale contracts, acquisition or disposal of fixed assets, and execution of operational plans set by the board or shareholders [4]. - Investment matters include acquisitions, sales, asset swaps, external investments (excluding low-risk bank financial products), debt restructuring, and signing of licensing agreements [3]. Group 3: Decision Authority and Procedures - The decision-making bodies for major operational and investment decisions include the shareholders' meeting, board of directors, chairman, and general manager [3]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value [5]. Group 4: Execution and Supervision - Decisions approved by the shareholders' meeting or board must be implemented by the proposing business department, which is responsible for creating a feasible implementation plan [7]. - Internal audits are mandated to ensure compliance with financial and operational standards during the execution of investment projects [7]. Group 5: Legal Responsibilities - Directors who vote in favor of decisions leading to significant economic losses may bear compensation responsibilities according to relevant laws and company regulations [8]. - Project leaders are accountable for any errors or violations during the execution of investment decisions that result in losses to the company [8].

General Principles - The purpose of the subsidiary management system is to enhance the management control of Beijing Bairen Medical Technology Co., Ltd. over its subsidiaries, standardize internal operations, protect investor interests, and promote healthy development [2][3] - A subsidiary is defined as a company in which the parent company holds more than 50% of the shares or has actual control over a company with less than 50% ownership [2] - The management of subsidiaries aims to establish effective control mechanisms for the organization, resources, assets, investments, and operations, thereby improving overall operational efficiency and risk resistance [2][3] Management and Responsibilities - The company exercises shareholder rights through the subsidiary's shareholders' meeting to elect directors and supervisors [3] - Senior management personnel of subsidiaries, including the chairman, general manager, and financial officer, are nominated according to company regulations [3] - Responsibilities of subsidiary management include ensuring compliance with laws, coordinating between the company and subsidiaries, and reporting operational conditions to the parent company [3][4] Operational and Investment Decision Management - Subsidiaries must align their operational and development plans with the company's overall strategy [5] - The company sets annual economic targets for subsidiaries based on their business characteristics and operational conditions [5] - Investment decisions must follow a standardized process, including feasibility studies and project evaluations to maximize investment efficiency [5][6] Financial Management - The financial management of subsidiaries focuses on implementing national fiscal and tax policies, ensuring the legality and completeness of accounting data, and controlling operational risks [12] - Financial responsibilities are assigned to personnel recommended by the company's finance department [12] - Subsidiaries must adhere to the company's financial accounting system and submit timely financial reports for auditing [12][13] Internal Audit and Supervision - The company conducts regular audits of subsidiaries, covering economic efficiency, major contracts, and management responsibilities [13] - Subsidiaries are required to cooperate with audits and implement audit recommendations [13] Information Disclosure - The chairman of the subsidiary is responsible for information disclosure, with the general manager designated as the specific responsible person [14] - Subsidiaries must comply with the company's information disclosure management system [14] Applicability and Effectiveness - This management system applies to subsidiaries located in mainland China [14] - The system becomes effective upon approval by the company's shareholders' meeting and is subject to revision as necessary [14]

北京佰仁医疗科技股份有限公司 累积投票制实施细则 北京佰仁医疗科技股份有限公司 累积投票制实施细则 第一条 为维护中小股东的利益，完善北京佰仁医疗科技股份有限公司（以 下简称"公司"）法人治理结构，规范公司选举董事行为，根据中国证监会《上市 公司治理规则》、《北京佰仁医疗科技股份有限公司章程》（以下简称"《公司 章程》"）及其他有关规定，特制定本实施细则。 第二条 本实施细则所指的累积投票制是指公司股东会在选举两名以上的 董事时采用的一种投票方式。即公司股东会选举董事时，股东所持的每一有效表 决权股份拥有与该次股东会应选董事总人数相等的投票权，股东拥有的投票权等 于该股东持有股份数与应选董事总人数的乘积。股东既可以用所有的投票权集中 投票选举一位候选董事，也可以将投票权分散行使、投票给数位候选董事。得票 数超过出席股东会股东所持有效表决权股份（以未累积的股份数为准）的二分之 一为候选人当选的前提条件，公司按得票多少依次确定最终应选人数范围内的当 选董事。 第三条 股东会选举产生的董事人数及结构应符合《公司章程》的规定。 第四条 本实施细则所称"董事"包括独立董事和非独立董事。由职工代表担 任的董事由公司职工代 ...

北京佰仁医疗科技股份有限公司 关联交易管理制度 北京佰仁医疗科技股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证北京佰仁医疗科技股份有限公司（以下简称"公司"）与关联 人之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行为不损 害公司和非关联股东的合法权益，根据《中华人民共和国公司法》、《中华人民 共和国证券法》、《上海证券交易所科创板股票上市规则》（以下简称"《上市 规则》"）等法律、法规、规范性文件及《北京佰仁医疗科技股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，制定本制度。 （三）公司董事、高级管理人员； （四）与本条第（一）款、第（二）款和第（三）款所述关联自然人关系密 切的家庭成员，包括配偶、年满 18 周岁的子女及其配偶、父母及配偶的父母、 兄弟姐妹及其配偶、配偶的兄弟姐妹、子女配偶的父母； （五）直接持有公司 5%以上股份的法人或其他组织； （六）直接或间接控制公司的法人或其他组织的董事、监事、高级管理人员 或其他主要负责人； （七）由本条第（一）款至第（六）款所列关联法人或关联自然人直接或者 间接控制的，或者由前述关联自然人（独立董事除外）担任董事、高级管 ...

Core Points - The document outlines the rules and procedures for the board of directors of Beijing Bairen Medical Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance the effectiveness of the board [1][11] Group 1: Board Meeting Structure - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [3] - The board secretary is responsible for handling daily affairs and maintaining the board's seal [2] - A temporary meeting must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [5] Group 2: Meeting Procedures - Meeting notifications must be sent 10 days prior for regular meetings and 5 days for temporary meetings, with various acceptable notification methods [8] - The meeting must have a quorum of more than half of the directors present to proceed [3] - Directors are expected to attend in person, but if unable, they must review materials and provide written opinions [12] Group 3: Voting and Decision-Making - Each proposal requires a majority vote from the directors present to be approved, with specific rules for abstentions and conflicts of interest [19][20] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [8] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association [21] Group 4: Documentation and Record-Keeping - The board secretary is responsible for recording meeting minutes, which must include details such as attendees, agenda, and voting results [26] - Meeting records and resolutions must be signed by the attending directors, and any dissenting opinions should be documented [10] - All meeting documentation must be preserved for at least ten years [31]

General Principles - The rules are established to regulate the shareholders' meetings of Beijing Bairen Medical Technology Co., Ltd. to enhance efficiency and protect shareholders' rights [1][2] - The company must strictly adhere to relevant laws, regulations, and its articles of association when convening shareholders' meetings [2][3] Shareholders' Meeting Convening - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [3][4] - Independent directors can propose the convening of a temporary shareholders' meeting, and the board must respond within 10 days [3][4] - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must decide within 10 days [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [6][7] - The convening party must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [7][8] - The notification must include detailed information about the proposals and any necessary materials for shareholders to make informed decisions [7][8] Conducting the Meeting - The shareholders' meeting should be held at the company's registered address or a location specified in the articles of association [9][10] - All shareholders or their proxies registered on the equity registration date have the right to attend the meeting [9][10] - The meeting must be presided over by the chairman of the board or a designated representative if the chairman is unavailable [10][11] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [13][14] - The results of the voting must be announced immediately after the meeting, and the resolutions must be disclosed in a timely manner [14][15] - Meeting records must be maintained for at least 10 years, including details of the meeting, attendance, and voting results [15][16] Legal Compliance - Any disputes regarding the legality of the convening process or resolutions must be addressed through legal channels [16][17] - The company must comply with disclosure obligations following any court rulings related to the shareholders' meeting [16][17]

Core Viewpoint - The article outlines the external guarantee management system of Beijing Bairen Medical Technology Co., Ltd., emphasizing the protection of investors' rights and the company's asset security while adhering to relevant laws and regulations. Group 1: General Principles - The company aims to protect investors' rights and ensure asset security through a structured guarantee management system [1] - Guarantees must follow principles of equality, voluntariness, fairness, integrity, and mutual benefit [2] - The company has the right to refuse guarantees that are forced upon it by any individual or entity [2] Group 2: Guarantee Approval Management - All guarantees must be managed uniformly by the company and require approval from the board of directors or shareholders [6] - The board of directors must analyze the creditworthiness of the debtor and the associated risks before providing guarantees [9] - Guarantees exceeding 10% of the company's latest audited net assets must be submitted for shareholder approval [12] Group 3: Risk Management and Responsibilities - The company must establish written contracts for all guarantees, ensuring compliance with legal regulations [18] - The finance department is responsible for daily management of guarantees and must track the performance of guarantee contracts [21] - Any failure by the debtor to fulfill repayment obligations must be reported promptly [15] Group 4: Related Personnel Responsibilities - The board of directors and finance department are responsible for managing guarantee activities and must report any irregularities [28] - Individuals who violate the guarantee management system may face legal consequences and penalties [34] - The company must initiate recovery procedures if the debtor defaults on obligations [27]

2025 年上半年，公司多个重要在研产品上市及审核进展顺利。2025 年 5 月， 公司全球首个以瓣中瓣的产品理念设计开发、专用于已植入人工生物瓣膜发生 损毁危及生命且面临外科手术高风险患者的 Renato®经导管瓣中瓣产品获批注 册。该产品实现了对已经植入人工生物瓣患者的再介入接续治疗，相对延长了生 物瓣的耐久性，是公司瓣膜病全生命周期管理的核心产品，助力解决中国年龄偏 轻患者选用生物瓣的后顾之忧。公司眼科生物补片、ePTFE 心包膜、介入肺动脉 瓣及输送系统、复杂先心带瓣补片、胶原纤维填充剂-I 型等多项产品已收到注册 审核反馈；消化外科生物补片已进入注册审核；卵圆孔未闭封堵器等已于期后提 交注册申请。 北京佰仁医疗科技股份有限公司 2025 年度"提质增效重回报"专项行动方案的半年度 评估报告 为贯彻中央经济工作会议、中央金融工作会议精神，落实"以投资者为本" 的发展理念，推动上市公司持续优化经营、规范治理和积极回报投资者，提高上 市公司质量，助力市场信心提振、资本市场稳定和经济高质量发展，北京佰仁医 疗科技股份有限公司（以下简称"公司"）于 2025 年 4 月 25 日披露了《佰仁医 疗 2024 ...

证券代码：688198 证券简称：佰仁医疗 公告编号：2025-028 北京佰仁医疗科技股份有限公司 关于变更公司注册资本、取消监事会、修订《公司 章程》并办理工商变更登记的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 北京佰仁医疗科技股份有限公司（以下简称"公司"）于 2025 年 8 月 27 日召开第三届董事会第十一次会议，审议通过了《关于取消公司监事会的议案》 《关于变更公司注册资本、修订<公司章程>并办理工商变更登记的议案》，同 日召开第三届监事会第八次会议，审议通过了《关于取消公司监事会的议案》。 现将有关情况说明如下： 三、修订《公司章程》的情况 为进一步提升公司规范运作水平，根据《公司法》《上市公司章程指引》等 相关法律法规、规范性文件的最新规定，并结合上述取消监事会事项，公司拟 对《公司章程》进行修订，具体修订内容对照详见附件。 因本次修订所涉及的条目较多，本次《公司章程》的修订中，关于"股东 大会"的表述统一修改为"股东会"，整体删除原《公司章程》中"监事""监 事会""监事会主席"的表述并分别 ...