振德医疗用品股份有限公司 2025 年第一次临时股东大会会议材料 振德医疗 2025 年第一次临时股东大会材料 2025 年 8 月 11 日 第 2页 共 69 页 振德医疗 2025 年第一次临时股东大会材料 振德医疗用品股份有限公司 2025 年第一次临时股东大会会议材料目录 第 3页 共 69 页 一、2025 年第一次临时股东大会会议议程 二、2025 年第一次临时股东大会会议须知 三、《关于公司第四届董事薪酬方案的提案》 四、《关于取消监事会、变更公司注册资本、增加经营范围暨修订< 公司章程>并办理工商变更登记的提案》 五、《关于制定和修订公司治理制度的提案》 六、《关于<公司第一期员工持股计划（草案修订稿）及其摘要>的提 案》 七、《关于<公司第一期员工持股计划管理办法（修订稿）>的提案》 八、《关于回购公司第一期员工持股计划未解锁股份的提案》 九、《关于变更部分回购股份用途并注销的提案》 十、《关于继续购买董事、高级管理人员责任险的提案》 十一、《关于选举公司第四届董事会非独立董事的提案》 十二、《关于选举公司第四届董事会独立董事的提案》 振德医疗 2025 年第一次临时股东大会材料 振德医疗 ...

Group 1 - The company announced the election of Mr. Zhang Xiantao as the employee representative director of the fourth board of directors during the second fifth employee representative meeting held on July 30, 2025 [2]

在公司第四届董事会成员全部选举产生之前，第三届董事会现任 董事仍将依照相关法律法规和《公司章程》的规定，履行董事职责。 特此公告。 振德医疗用品股份有限公司董事会 证券代码：603301 证券简称：振德医疗 公告编号：2025-028 振德医疗用品股份有限公司 关于选举职工代表董事的公告 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、准确性和完整性承担法律责任。 振德医疗用品股份有限公司（以下简称"公司"）第三届董事会 任期届满，根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司章程指引》、《振德医疗用品股份有限公司章程》（以下简 称"《公司章程》"）等相关规定，结合公司实际情况，公司第四届董 事会将由 9 名董事组成，其中设职工代表董事 1 名，职工代表董事由 公司职工代表大会民主选举产生。 经公司 2025 年 7 月 30 日召开的第二届第五次职工代表大会审议， 选举张显涛先生为公司第四届董事会职工代表董事（个人简历附后）， 将与公司 2025 年第一次临时股东大会选举产生的其他八名董事共同 组成公司第四届董事会，任期及就任时间与 ...

Core Points - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2] - The registered capital will be reduced from 266,451,202 yuan to 265,835,535 yuan following the cancellation of 615,667 shares from the employee stock ownership plan [2][3] - The company is expanding its business scope to include various medical and healthcare products, as well as personal protective equipment and other consumer goods [3][4] Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2] - The current supervisory board will continue to perform its duties until the shareholders' meeting approves the cancellation [2] Group 2: Change in Registered Capital - The company approved the cancellation of 615,667 shares, which will reduce the total share capital from 266,451,202 shares to 265,835,535 shares [2][3] - The registered capital will decrease from 266,451,202 yuan to 265,835,535 yuan as a result of this cancellation [2] Group 3: Expansion of Business Scope - The company is modifying its business scope to include the production and sale of various medical devices, personal protective equipment, and consumer goods [3][4] - The new business scope will encompass first and second-class medical devices, healthcare products, and a range of other items including sports goods and daily chemicals [3][4]

Core Viewpoint - The company has revised its first employee stock ownership plan to enhance its implementation and ensure compliance with relevant regulations [1][7]. Summary by Sections Basic Information of the Employee Stock Ownership Plan - The company approved the first employee stock ownership plan on May 24, 2021, and June 15, 2021, with details available on the Shanghai Stock Exchange website [1]. Content of the Revision - The revisions include changes to the plan's draft and management methods, specifically regarding the return of unvested shares and the calculation of interest on original contributions [2][3][4]. - The revised plan stipulates that unvested shares will be returned to holders with interest calculated at the bank's current deposit rate, rather than the original deposit amount plus interest [2][3]. Impact of the Revision - The revision is not expected to materially affect the company's financial status and does not harm the interests of shareholders, particularly minority shareholders [7]. - The revised plan complies with the guidelines for employee stock ownership plans and relevant self-regulatory directives from the Shanghai Stock Exchange [7]. Opinions from Committees - The Compensation and Assessment Committee supports the revisions, affirming compliance with relevant guidelines [7]. - The Supervisory Board also agrees with the revisions, stating that the process is legal and beneficial for the company's sustainable development [7]. Legal Opinions - The legal counsel confirms that the adjustments to the employee stock ownership plan have received necessary approvals and that the company will continue to fulfill its disclosure obligations as required by law [9].

Group 1 - The company intends to continue purchasing liability insurance for its directors and senior management to protect their legal rights and improve the risk control system [1][2] - The authorization for purchasing liability insurance has expired, prompting the company to seek approval from the shareholders for a new authorization [1] - The board plans to delegate the responsibility of handling the insurance purchase to the management team, including selecting the insurance company and determining coverage limits and premiums [1] Group 2 - The decision-making process involved meetings of the Compensation and Assessment Committee, the Board of Directors, and the Supervisory Board, with all directors and supervisors abstaining from voting [2] - The matter will be submitted for approval at the company's first extraordinary general meeting of shareholders in 2025 [2]

General Principles - The company establishes a management system for the shares held by its directors and senior management to maintain market order and comply with relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, including those held in others' accounts and credit accounts [1][2] Shareholding Change Management and Disclosure - Directors and senior management must notify the board secretary in writing before buying or selling company shares, and the board secretary must verify compliance with laws and regulations [2][3] - There are specific circumstances under which directors and senior management cannot transfer their shares, including within one year of the company's stock listing and within six months after leaving the company [2][3] - The maximum amount of shares that can be transferred by directors and senior management in a year is limited to 25% of their total holdings, with exceptions for certain circumstances [3][4] Reporting and Disclosure Requirements - Directors and senior management must report their share transfer plans to the stock exchange 15 trading days before the first sale, including details such as the number of shares and the reason for the transfer [4][5] - Any changes in shareholding must be disclosed within two trading days, including the number of shares before and after the change, the date, and the reason for the change [6][7] Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the annual or semi-annual report announcements [7][8] - Violations of trading regulations may result in the company taking measures to recover any profits made from illegal trading activities [8][9] Additional Provisions - The company board is responsible for interpreting the management system and can revise it based on changes in laws or company circumstances [10]

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Zhengde Medical Supplies Co., Ltd. [1][8] - The committee is responsible for formulating assessment standards and compensation policies for the company's directors and senior management [2][3] Section Summaries General Principles - The committee is established to enhance the corporate governance structure of the company and is guided by relevant laws and regulations [1] - It operates independently within the authority granted by the board of directors and is accountable to the board [1][3] Formation and Composition - The committee consists of three directors, with a majority being independent directors [2] - An independent director serves as the chairperson, responsible for convening and presiding over meetings [2] Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation policies [3] - Recommendations made by the committee regarding compensation must be documented if not fully adopted by the board [3] Work Procedures - Relevant departments must assist the committee by providing necessary information for decision-making [4][5] - The committee evaluates the performance of directors and senior management based on established standards [5] Meeting Rules - Meetings are primarily held in person, with provisions for remote participation if necessary [6] - A quorum requires the presence of at least two-thirds of the committee members [6] Documentation and Confidentiality - Complete records of meetings must be maintained, and all attendees are bound by confidentiality regarding discussed matters [7][8]

General Provisions - The rules are established to regulate the behavior of Zhengde Medical Supplies Co., Ltd., improve corporate governance, and ensure shareholders can exercise their rights according to the law [1][2]. Shareholder Meeting Regulations - The company must strictly follow legal and regulatory requirements when convening shareholder meetings, ensuring that all shareholders can exercise their rights [2][3]. - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][4]. Convening Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the stipulated timeframe [3][4]. - Independent directors can propose extraordinary meetings, and the board must respond within ten days [3][4][5]. Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [6][7]. - Shareholders holding 1% or more of shares can submit temporary proposals, which must be announced prior to the meeting [6][7]. Meeting Procedures - Shareholder meetings must be held at the company's registered location and can utilize online methods for convenience [8][9]. - All shareholders or their proxies have the right to attend the meeting, and the voting rights are based on the number of shares held [9][10]. Voting and Resolutions - Shareholders must abstain from voting on matters where they have a conflict of interest, and the voting results must be disclosed [11][12]. - The company must announce the resolutions of the shareholder meeting promptly, detailing the voting results and any decisions made [17][18]. Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [18][19]. Amendments and Effectiveness - The rules can be amended by the board of directors based on relevant laws and regulations, and they take effect upon approval by the shareholder meeting [20].

Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system aims to prevent the controlling shareholder and related parties from occupying company funds through various means, including operational and non-operational fund occupation [1][4]. - The company will implement measures to ensure timely settlement of related transactions to avoid abnormal operational fund occupation [3][4]. Group 2: Prevention Measures - The company prohibits providing funds to the controlling shareholder and related parties through various means, including loans and guarantees without real transaction backgrounds [3][4][5]. - Regular checks will be conducted by the finance and audit departments to monitor non-operational fund transactions with the controlling shareholder and related parties [4][5]. Group 3: Responsibilities of Management - The board of directors and senior management are legally obligated to safeguard company funds and must report any fund occupation incidents to the board [5][6]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [6]. Group 4: Accountability and Penalties - The company will impose administrative and economic penalties on directors and senior management who assist or condone fund occupation by the controlling shareholder and related parties [7][8]. - Legal responsibilities will be pursued against those causing losses to investors due to violations of this system [7][8].