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].

Core Points - The document outlines the working system for independent directors of Zhengde Medical Supplies Co., Ltd, aiming to enhance corporate governance and ensure independent decision-making and supervision [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The independent directors have a duty of loyalty and diligence to the company and all shareholders, ensuring the protection of minority shareholders' rights [2][3] Summary by Sections Independent Director Meetings - The company is required to hold meetings exclusively for independent directors, with notifications sent at least three days in advance [2][4] - Meetings can be held in person or through other means such as video or phone, ensuring all independent directors can communicate effectively [4][5] - A quorum for the meeting requires the presence of more than half of the independent directors [4][5] Voting and Decision-Making - Voting in independent director meetings is conducted on a one-vote-per-person basis, with named voting [3][4] - Certain matters must be discussed in these meetings and require a majority agreement from independent directors before being submitted to the board [3][4] Special Powers of Independent Directors - Independent directors have the authority to hire external advisors for audits or consultations, propose meetings, and publicly solicit shareholder rights [3][4] - The exercise of these powers must be approved in the independent director meetings [4][5] Documentation and Reporting - Independent director meetings must document discussions, including the basis for opinions and the legality of matters discussed [4][5] - Independent directors are required to submit annual reports detailing their responsibilities and the outcomes of their meetings [5][6] Confidentiality and Support - Attendees of the meetings are bound by confidentiality regarding the discussed matters [5][6] - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [5][6]

Core Points - The document outlines the regulations and responsibilities of the Board Secretary of ZhenDe Medical Supplies Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][6]. Group 1: General Provisions - The company establishes a Board Secretary position to improve governance and fulfill legal requirements [1]. - The Board Secretary is a senior management role responsible to the company and the board, required to act diligently and faithfully [1]. Group 2: Appointment and Dismissal Procedures - The Board Secretary is appointed or dismissed by the company's board of directors [2]. - Specific disqualifications for the Board Secretary include recent administrative penalties from the China Securities Regulatory Commission and other serious violations [2]. - The company must provide valid reasons for dismissing the Board Secretary and must report the dismissal to the exchange [2]. Group 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [3][4]. - The role includes ensuring compliance with legal and regulatory requirements and maintaining confidentiality of sensitive information [4]. - The Board Secretary must facilitate communication between the company and regulatory bodies, investors, and other stakeholders [4]. Group 4: Support and Resources - The company is required to provide necessary support for the Board Secretary to perform their duties effectively, including access to financial and operational information [5]. - A Securities Affairs Representative may be appointed to assist the Board Secretary, especially in cases where the Board Secretary is unable to fulfill their duties [5].

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1]. - Relevant personnel must adhere to the Accounting Law and other regulations to ensure financial reports accurately reflect the company's financial status [1][2]. - Accountability refers to the responsibility for significant errors in annual report disclosures due to negligence or misconduct by personnel [1][2]. Group 2: Definition of Significant Errors - Significant errors in annual report disclosures include major accounting corrections, omissions, and discrepancies between performance forecasts and actual results [2]. - Specific situations that constitute significant errors include violations of accounting laws, discrepancies in financial statement disclosures, and other failures to comply with regulatory requirements [2][4]. Group 3: Responsibility and Accountability - The system applies to directors, senior management, department heads, and other relevant personnel involved in annual report disclosures [3]. - Accountability for significant errors is categorized into direct responsibility and leadership responsibility, with specific roles outlined for various personnel [4][5]. - The company will pursue accountability for significant errors based on established principles, including objectivity and proportionality of responsibility [3][6]. Group 4: Penalties and Appeals - Penalties for responsible individuals may include administrative actions such as warnings, demotions, or termination, as well as economic penalties like fines [6][7]. - The board of directors must consider the opinions of responsible individuals before making decisions on penalties, ensuring fairness in the process [7]. - Individuals can appeal the board's decisions within 30 days, although the execution of penalties will not be suspended during the appeal process [7].

Core Viewpoint - The company has established a comprehensive system for managing public opinion to effectively respond to various types of public sentiment and mitigate their impact on stock prices and business reputation [1][2]. Group 1: Definition and Classification of Public Sentiment - Public sentiment includes negative or false media reports, rumors that may harm the company, information affecting investor decisions, and other events impacting stock prices [1]. - Public sentiment is classified into major public sentiment, which significantly affects the company's image or operations, and general public sentiment, which is less impactful [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a Public Sentiment Management Working Group led by the chairman, comprising senior management and relevant department heads [2]. - The working group is responsible for decision-making, assessing the impact of public sentiment, coordinating external communications, and reporting to regulatory bodies [2][3]. Group 3: Principles and Measures for Handling Public Sentiment - The company emphasizes quick response, coordinated communication, accountability, and systematic operations in managing public sentiment [3][4]. - The reporting process requires timely and accurate communication of public sentiment information to the board and relevant departments [4][5]. Group 4: Handling Major and General Public Sentiment - Major public sentiment requires immediate investigation, communication with media, and investor engagement to prevent misinformation [5]. - General public sentiment is managed by the board secretary and the working group based on specific circumstances [5]. Group 5: Accountability and Confidentiality - Employees and stakeholders are obligated to maintain confidentiality regarding undisclosed significant information and may face legal consequences for breaches [6][7]. - The company reserves the right to pursue legal action against media spreading false information that harms its reputation [6][7].

General Principles - The company establishes a system for external guarantees to protect investor rights and regulate its guarantee behavior according to relevant laws and regulations [1] - The system applies to the company and its wholly-owned and controlling subsidiaries [1] - External guarantees refer to the company providing guarantees for debts owed by third parties, including forms such as guarantees, mortgages, and pledges [1] - The company must adhere to principles of legality, prudence, mutual benefit, and safety in implementing guarantees, with strict control over guarantee risks [1] Approval Authority for External Guarantees - Certain guarantee actions require board approval and must be submitted to the shareholders' meeting for approval, including guarantees exceeding 10% of the latest audited net assets or 50% of total assets [2] - Shareholders with interests in the guarantee must abstain from voting on related proposals [2] - The board must approve guarantees with a majority of directors present, and related directors must recuse themselves from voting [3] Management of External Guarantees - The company can estimate future guarantee amounts for subsidiaries and submit them for shareholder approval if frequent agreements are needed [4] - Guarantees provided to joint ventures or associates must also be estimated and submitted for approval [12] - The finance department is responsible for managing external guarantee matters [17] Qualifications of Guaranteed Parties - Guaranteed parties must have good operational status and corresponding debt repayment capabilities [23] - The board must thoroughly investigate the financial and operational status of guaranteed parties before making decisions [24] Information Disclosure - The company must fulfill information disclosure obligations regarding external guarantees according to stock exchange rules [25] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [26] Legal Responsibilities - All directors must strictly review external guarantee matters and bear joint liability for any losses from improper guarantees [29] - Individuals without proper authorization cannot sign guarantee contracts, and the company has the right to seek compensation from unauthorized individuals [30] - Violations of the system or relevant laws by the company or its executives may result in penalties from regulatory authorities [31]

振德医疗用品股份有限公司 总经理工作细则 （2025 年 7 月修订） 第一章 总则 第一条 为进一步完善振德医疗用品股份有限公司（以下简称"公司"）的 公司治理结构，明确总经理职责、权限，根据《中华人民共和国公司法》（以下 简称"《公司法》"）等法律、法规、规章、规范性文件及《振德医疗用品股份 有限公司章程》（以下简称"《公司章程》"）的有关规定，制定本工作细则。 第三条 公司设总经理一名，由董事会聘任或解聘。 第四条 具有下列情形之一的人员，不得担任公司总经理： （一）具有《公司法》规定不得担任公司董事、高级管理人员情形的人员； （二）在公司控股股东、实际控制人及其控制的其他企业担任除董事、监事以外 其他职务的人员； （三）被中国证监会采取证券市场禁入措施，期限尚未届满的人员； （四）被证券交易所公开认定不适合担任上市公司董事和高级管理人员的人员； （五）最近三年内受到证券交易所公开谴责的人员； 第二条 总经理主持公司日常经营和管理工作，组织实施董事会决议，对董 事会负责。 第二章 总经理的任职资格和任免 （六）因涉嫌犯罪被司法机关立案侦查或者涉嫌违法违规被中国证监会立案调查， 尚未有明确结论意见的人员。 ...

Core Viewpoint - The document outlines the internal reporting system for significant information at Zhengde Medical Supplies Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may impact the company's operations and investor decisions [1][2]. Group 1: General Principles - The purpose of the internal reporting system is to standardize the disclosure of significant information, ensuring effective communication and management within the company [1]. - Significant information includes events that could substantially affect the company's brand, operations, securities trading prices, and investor decisions, such as important meetings, major transactions, and significant risks [1][2]. Group 2: Reporting Obligations - "Internal reporting of significant information" requires designated personnel to promptly report relevant information to the board of directors when significant events occur [2]. - The individuals responsible for reporting include directors, senior management, department heads, and major shareholders, who must ensure the accuracy and completeness of the information reported [2][5]. Group 3: Scope of Significant Information - Significant information encompasses various categories, including important meetings, major transactions, related party transactions, significant litigation, and major risks [2][3]. - Specific thresholds for reporting major transactions include asset totals exceeding 10% of the company's audited total assets or net assets, and transaction amounts exceeding 10% of the company's audited net profit [3][4]. Group 4: Reporting Procedures - Information must be reported in writing through the company secretary, and urgent matters can be communicated via phone or email [15][16]. - The reporting process requires that information be reviewed and signed off by relevant department heads before submission to the board secretary [17]. Group 5: Responsibilities and Accountability - The chairman of the board is ultimately responsible for external information disclosure, while the board secretary manages the disclosure process and communication with stakeholders [23][24]. - Failure to comply with reporting obligations can lead to disciplinary actions, including potential legal consequences for individuals responsible for the oversight [31][32].

Core Points - The article outlines the implementation rules for cumulative voting at the shareholders' meeting of ZhenDe Medical Supplies Co., Ltd, aimed at protecting the interests of minority shareholders and improving corporate governance [1][2] - Cumulative voting allows shareholders to allocate their voting rights in a flexible manner, enabling them to concentrate votes on specific candidates [1][2] - The rules specify the nomination process for board candidates, including requirements for personal information and qualifications [2][3] Group 1 - The cumulative voting system grants each shareholder a number of votes equal to the number of shares held multiplied by the number of directors to be elected [1][2] - The rules state that cumulative voting must be used when electing or replacing two or more directors, while it is optional for single director elections [2][3] - Candidates for the board must provide detailed personal information and commit to fulfilling their duties if elected [3][4] Group 2 - The voting process for cumulative voting is defined, including how votes are calculated and the requirement for a majority to elect directors [4][5] - In cases where candidates receive the same number of votes, a second round of voting will be conducted to determine the elected directors [5] - The implementation rules can be revised by the board of directors based on legal requirements and company circumstances, and they take effect upon approval by the shareholders' meeting [5]

振德医疗用品股份有限公司 董事离职管理制度 （2025 年 7 月制定） 第一章 总则 第一条 为规范振德医疗用品股份有限公司（以下简称"公司"、"本公司"） 董事离职程序，确保公司治理结构的稳定性和连续性，维护公司及全体股东的合 法权益，公司根据《中华人民共和国公司法》 （以下简称" 《公司法》"）、 《中华人 民共和国证券法》 （以下简称"《证券法》"）、 《上海证券交易所股票上市规则》等 法律、法规和规范性文件以及《公司章程》的有关规定，结合公司实际情况，制 定本制度。 第二条 本制度适用于公司董事（含独立董事）因任期届满、辞职、被解除 职务或其他原因离职的情形。 第三条 公司董事离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规定及《公司章程》的 要求； （二）公开透明原则：及时、准确、完整地披露董事离职相关信息； （三）平稳过渡原则：确保董事离职不影响公司正常经营和治理结构的稳定 性； （四）保护股东权益原则：维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事离职包含任期届满未连任、主动辞职、被解除职务以及其 他导致董事实际离职等情形。 第五条 辞职程序 ...