CITIC Securities Co., Ltd

Shenzhen Huitai Medical Equipment Co., Ltd

Waiver of preemptive right and verification opinion on related party transactions

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or the "Sponsor") as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of Shenzhen Huitai Medical Device Co., Ltd. (hereinafter referred to as "Huitai Medical" or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation) and the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and other relevant provisions of laws and regulations, the use of raised funds and its own funds to increase the capital of Huitai Medical to wholly-owned subsidiaries have been verified, and the verification is as follows:

1. Overview of related party transactions

Hunan Ept Medical Device Co., Ltd. (hereinafter referred to as "Epter"), a wholly-owned subsidiary of Huitai Medical, is a shareholder of Ruikangtong (Shanghai) Technology Development Co., Ltd. (hereinafter referred to as "Shanghai Ruikangtong"), holding 30.8839% of the equity of Hunan Ruikangtong.

Shanghai Huiji Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Shanghai Huiji"), a shareholder of Shanghai Ruikangtong, intends to transfer 1.7880% of the equity of Shanghai Ruikangtong to Shanghai Kangtong Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Shanghai Kangtong"), with a transfer amount of 3.40 million yuan (hereinafter referred to as "the transfer"). Since Shanghai Huiji and Shanghai Kang Limited are related parties of the company, EPT intends to give up the right of first refusal in this transfer, which constitutes a related party transaction between the company and related parties.

On December 12, 2024, the company held the 20th meeting of the second board of directors and the second session of supervisors

At the 17th meeting, the "Proposal on the Company's Waiver of Preemptive Rights and Related Party Transactions" was deliberated and passed, and it was agreed that the company's wholly-owned subsidiary, Epter, would give up the preemptive right to transfer the equity of Shanghai Ruikangtong, a shareholding company.

According to the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (Revised in April 2024), Shenzhen Hui

The Articles of Association of Tai Medical Devices Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions are handed over this time

After the 20th meeting of the second board of directors and the 17th meeting of the second board of supervisors of Yijing Company are deliberated and approved, they do not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.

(1) The wholly-owned subsidiary of the company waives the right of first refusal to transfer the equity of the shareholding company

Equity transferor Equity transferee Equity transfer ratio Transfer price (10,000 yuan)

Shanghai Huiji Shanghai Kang Limited 1.7880% 340.00

In accordance with the Company Law of the People's Republic of China (2023 Revision) and the Development of Ruikangtong (Shanghai) Technology

Articles of Association of the Company and other relevant provisions, EPT and other non-transferor shareholders of Shanghai Ruikangtong enjoy the right of first refusal to purchase the equity to be transferred by Shanghai Huiji under the same conditions in accordance with their relative shareholding ratio. However, combined with the company's future development plan and operating situation, after comprehensive consideration, EPT decided to give up the right of first refusal in this transfer. After the waiver of the right of first refusal, the shareholding ratio of EPT in Shanghai Ruikangtong will not change.

Shanghai Huiji, the transferor of this transfer, and Shanghai Kangjiao, the transferee, are related parties of the company, therefore, the waiver of the right of first refusal in this transfer constitutes a related party transaction between the company and related parties.

2. Basic information of related parties

(1) Basic information of related parties

1. Shanghai Huiji

Name: Shanghai Huiji Enterprise Management Center (Limited Partnership)

Managing Partner: Gong Lei

Date of Establishment: December 6, 2022

Partnership term until: No fixed term

Main business place: 2nd Floor, No. 158, Shuanglian Road, Qingpu District, Shanghai

Business Scope: General Projects: Enterprise Management Consulting; marketing planning; corporate image planning; conference and exhibition services; Ceremonial service. (Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).

The financial data for the most recent fiscal year are as follows:

Unit: Yuan

Project December 31, 2023/FY2023 (unaudited)

Total assets 10,232,605.06

Total liabilities 32,797.50

Net assets were 10,199,807.56

Operating income 0

Net profit -192.44

2. Shanghai Kang Limited

Name: Shanghai Kang Limited Enterprise Management Center (Limited Partnership)

Managing Partner: Wang Jinhe

Date of Establishment: December 6, 2024

Partnership term until: No fixed term

Main business place: 2nd Floor, No. 158, Shuanglian Road, Qingpu District, Shanghai

Business Scope: General Projects: Enterprise Management Consulting; marketing planning; corporate image planning; conference and exhibition services; Ceremonial service. (Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).

Shanghai Kang Limited was incorporated on December 6, 2024, and there is no financial data yet.

(2) Explanation of the affiliation

According to the company's description, the transferor of this transfer, Shanghai Huiji, is an investment platform voluntarily established by employees of the company (including employees who leave after becoming a shareholder), of which Gong Lei, a supervisor of the company, serves as the executive partner of Shanghai Huiji; The transferee of this transfer, Shanghai Kang Co., Ltd., is an investment platform voluntarily established by the employees of the company, and Mr. Wang Jinhe, deputy general manager of the company, serves as the executive partner of Shanghai Kang Co., Ltd. In accordance with the relevant provisions of the Articles of Association and the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (revised in April 2024), the transferor of this transfer, Shanghai Huiji, and the transferee, Shanghai Kangjiao, are both related parties of the Company.

3. Basic information on the subject matter of related party transactions

(1) The name and category of the subject of the transaction

Name of the transaction target: 1.7880% equity interest in Ruikangtong (Shanghai) Technology Development Co., Ltd.;

Transaction type: Waiver of the right of first refusal of related parties to transfer and transfer equity.

(2) The specific circumstances of the subject matter of the transaction

1. Basic information

Company name: Ruikangtong (Shanghai) Technology Development Co., Ltd

Established on December 21, 2023

The registered capital is 12,255,138 yuan

The paid-in capital is 12,255,138 yuan

Registered address: Room 132, 1st Floor, Building 1, No. 158 Shuanglian Road, Qingpu District, Shanghai

General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology

technology promotion; Class I medical device sales; Class II medical device sales. (Except as required by law.)

In addition to the business scope of the project, independently carry out business activities according to the law with a business license) Licensed projects: Class III medical treatment

Device management. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments.)

The specific business project shall be subject to the approval documents or licenses of the relevant departments)

2. Equity structure before and after the transaction

Preface Name of Shareholder Shareholding Structure Before the Transaction Shareholding Structure After the Transaction

Number or Name Subscribed Capital Contribution Shareholding Proportion Subscribed Capital Contribution Shareholding Ratio

(10,000 yuan) (%) (10,000 yuan) (%)

1 Cheng Ling 257.1872 20.9861 257.1872 20.9861

2 Ept 378.4859 30.8839 378.4859 30.8839

3 Shanghai 170.5000 13.9125 170.5000 13.9125

4 Jiang Zehua 75.1704 6.1338 75.1704 6.1338

5 Shanghai Huiji 65.7370 5.3640 43.8244 3.576

6 Cheng Zhenghui 61.8194 5.0444 61.8194 5.0444

7 Hangzhou Qiming 36.9086 3.0117 36.9086 3.0117

8 Ginger 33.1787 2.7073 33.1787 2.7073

9 Xu Yiqing 30.9097 2.5222 30.9097 2.5222

10 Dai Zhenhua 30.9097 2.5222 30.9097 2.5222

11 Li Yunzhan 30.8267 2.5154 30.8267 2.5154

12 Suzhou Qiming 18.6392 1.5209 18.6392 1.5209

13 Yin Zhou 17.9316 1.4632 17.9316 1.4632

14 Shanghai Huizhen 17.3097 1.4124 17.3097 1.4124

15 Shanghai Kang - - 21.9126 1.788

Preface Name of Shareholder Shareholding Structure Before the Transaction Shareholding Structure After the Transaction

Number or Name Subscribed Capital Contribution Shareholding Proportion Subscribed Capital Contribution Shareholding Ratio

(10,000 yuan) (%) (10,000 yuan) (%)

Total 1,225.5138 100 1,225.5138 100

Note: The above shareholding ratio is calculated by rounding, and four decimal places are retained, and the sum of the total of the above proportions and the direct addition of each addition is formed by rounding if there is a mantissa difference; The actual shareholders' equity is subject to the amount of capital contribution.

(3) A description of the ownership status

Ept and the other shareholders of Shanghai Ruikangtong have waived their pre-emptive rights under the same conditions under this transaction.

Shanghai Ruikangtong's property rights are clear, there is no mortgage, pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

(4) Main financial data

Unit: Yuan

Projects are due to November 30, 2024

Total assets 21,4416,543.91

Total liabilities 21,634,754.49

Net assets 192,781,789.42

Operating income was 118,467,562.76

Net profit was 21,635,263.71

Total profit 21,635,263.71

Note: Financial data as of November 30, 2024 are unaudited.

(5) The asset evaluation, capital increase, capital reduction or restructuring of the subject matter of the transaction within the last 12 months

In October 2024, the registered capital of Shanghai Ruikangtong increased by 12,245,138 yuan, which was established by Epte and Hunan

Other shareholders of Ruikangtong Technology Development Co., Ltd. (hereinafter referred to as "Hunan Ruikangtong") subscribed for 100% of the equity of Hunan Ruikangtong held by them, and after the completion of the capital increase, Hunan Ruikangtong became a wholly-owned subsidiary of Shanghai Ruikangtong. In response to the capital contribution with non-monetary assets in this capital increase, Shanghai Lixin Asset Appraisal Co., Ltd. (hereinafter referred to as "Lixin Appraisal") issued the "Asset Appraisal of the Value of All Shareholders' Equity of Hunan Ruikangtong Technology Development Co., Ltd. Involved in the Fair Value Measurement of Share Payment for the Purpose of Financial Reporting of Hunan Ruikangtong Technology Development Co., Ltd."

Report (Xin Asset Appraisal (2023) No. 060062), with September 30, 2023 as the base date,

After evaluation, the value of all shareholders' equity of Hunan Ruikangtong on the valuation base date was 193 million yuan.

In addition to the above, there has been no asset evaluation, capital increase, capital reduction or restructuring in the last 12 months.

4. Pricing of related party transactions

In view of the fact that the main asset of Shanghai Ruikangtong is the equity of Hunan Ruikangtong, Fong's Appraisal has evaluated the value of all the equity of Hunan Ruikangtong, a wholly-owned subsidiary of Shanghai Ruikangtong, and issued a benchmark date

Asset Appraisal Report dated September 30, 2023 (Xin Zi Ping Bao Zi (2023) No. 0600062).

After evaluation, the value of all shareholders' equity of Hunan Ruikangtong on the valuation base date was 193.00 million yuan.

Based on the above-mentioned appraisal report, combined with the business progress and development plan of Shanghai Ruikangtong, and through the consensus of the shareholders of all parties, the overall valuation of Shanghai Ruikangtong in this transaction was determined to be 190.15 million yuan. That is, in this transfer, Shanghai Huiji transferred its 1.7880% equity interest in Shanghai Ruikangtong to Shanghai Kang Limited at a price of 3.40 million yuan.

The transaction price is based on the appraisal report, combined with the actual operation of Shanghai Ruikangtong, and is determined by all parties through negotiation. The transaction has undergone a strict internal review, which reflects the principle of fair and reasonable pricing, and there is no harm to the interests of the company and shareholders, nor is there any use of related party transactions to convey benefits to related parties.

5. The necessity of related party transactions and their impact on the company

(1) The necessity of related party transactions

The introduction of Shanghai Ruikangtong's new shareholder Shanghai Kangtong is mainly due to its gradual development, and it intends to optimize the shareholder structure by introducing external investors, so as to lay a good corporate governance structure for the sustainable development of Shanghai Ruikangtong, which is in line with its actual situation and development strategy.

The waiver of the right of first refusal is based on the company's current business plan and comprehensive consideration of future investment risks. Through equity participation, the company can ensure the maximization of the interests of the listed company and avoid the investment risk caused by the unclear marketization prospect of Shanghai Ruikangtong neurointerventional products. At the same time, this transfer is conducive to further optimizing the equity structure and governance structure of Shanghai Ruikangtong, and promoting the more standardized operation of Shanghai Ruikangtong.

(2) The impact of this transaction on the listed company

Before and after this transaction, the company's shareholding ratio in Shanghai Ruikangtong has not changed. There will be no change to this transaction

The scope of the company's consolidated statements will not adversely affect the company's production and business activities, will not adversely affect the company's finances, and will not affect the company's development plan, and there is no harm to the company and shareholders, especially the interests of small and medium-sized shareholders.

6. Relevant review procedures for implementation

(1) Deliberations of the Board of Directors

On December 12, 2024, the company held the 20th meeting of the second board of directors to deliberate and approve the "Guan

Proposal to waive the right of first refusal and related party transactions.

This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

(2) Deliberations at the special meeting of independent directors

The independent directors of the company held a special meeting to discuss the related party transaction, which was unanimously approved by all independent directors.

(3) The deliberations of the board of supervisors

On December 12, 2024, the company held the 17th meeting of the second board of supervisors to deliberate and approve the "Guan

Proposal to waive the right of first refusal and related party transactions.

8. Sponsor verification opinions

After verification, the sponsor believes that the waiver of the right of first refusal and related party transaction of Huitai Medical has been deliberated and approved by the 20th meeting of the second board of directors and the 17th meeting of the second board of supervisors of the company, and the matter has been deliberated and approved by the special meeting of independent directors. The decision-making procedures for the waiver of the preemptive right of the above-mentioned companies comply with the relevant provisions of the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association, and will not adversely affect the daily production and operation of the Company, nor will there be any damage to the rights and interests of the Company and other non-affiliated shareholders, especially the interests of small and medium-sized shareholders.

In summary, CITIC Securities has no objection to the company's waiver of preemptive rights and related party transactions.

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(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of CITIC Securities Co., Ltd. on the Waiver of Preemptive Right and Related Party Transactions of Shenzhen Huitai Medical Device Co., Ltd.")

Sponsor Representative:

Sun Yanlin, Zhao Yan

CITIC Securities Co., Ltd

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