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 ...

第三条 本制度所称内部控制，是指公司董事会、高级管理人员及其他有关 人员为实现下列目标而提供合理保证的过程： (一)遵守国家法律、行政法规、部门规章及其他相关规定； 振德医疗用品股份有限公司 内部审计制度 （2025 年 7 月制定） 第一章 总则 第一条 为加强振德医疗用品股份有限公司（以下简称"公司"）内部审计工 作，提高内部审计的质量，根据《中华人民共和国审计法》、《中华人民共和国国 家审计准则》《企业内部控制基本规范》《上海证券交易所股票上市规则》等有关 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 本制度所称内部审计是指公司内部审计机构或人员，对其内部控制 和风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率和效果等 开展的一种评价活动。 (二)提高公司经营的效率和效果； (三)保障公司资产的安全。 第四条 内部审计遵循"独立、客观、公正"的原则，保证其工作合法、合 理有效，完善公司内部约束机制，加强内部管理，提高公司经济效益。 第五条 公司董事会对内部控制制度的建立健全和有效实施负责，重要的内 部控制制度应当经董事会审议通过。 公司董事、高级 ...

Core Points - The article outlines the compensation management system for directors and senior management of Zhengde Medical Supplies Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency [1][8] - The compensation management system is based on principles that align compensation structure with long-term company interests, correlate compensation levels with company size and performance, and match compensation with job responsibilities and individual performance [1][3] Summary by Sections General Principles - The system is designed to motivate directors and senior management, ensuring their work aligns with the company's long-term goals [1] - It applies to directors elected by the shareholders and senior management appointed by the board [1] Management Structure - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors reviews those for senior management [4] - The compensation and assessment committee of the board is tasked with establishing assessment standards and conducting annual evaluations [4][2] Compensation Composition - Independent directors and non-independent directors not holding other positions in the company receive a fixed director allowance, with no additional compensation or benefits [3] - Non-independent directors holding other positions receive compensation based on their role without additional director allowances [3] - Non-independent directors who are also senior management have a salary structure consisting of a base salary and performance bonuses linked to annual performance targets [3] Compensation Management and Distribution - Compensation is calculated based on actual tenure and performance for directors and senior management who change positions [4] - Directors and senior management, except for independent directors, are required to contribute to social insurance and housing funds [4] Salary Adjustment - The compensation system should support the company's strategic development and can be adjusted based on company performance and external conditions [7] - The board can approve temporary special rewards or penalties for specific matters as supplementary compensation [7] Supplementary Provisions - Any matters not covered by the system or inconsistent with relevant laws or company regulations will follow those regulations [8] - The board is responsible for interpreting the system, which takes effect upon approval by the shareholders' meeting [8]

振德医疗用品股份有限公司 内幕信息知情人登记管理制度 （2025 年 7 月修订） 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"）的内幕信 息管理，做好内幕信息保密工作，确保信息披露的"公开、公平、公正"原则， 有效防范内幕交易等证券违法违规行为，维护广大投资者的合法权益，根据《中 华人民共和国公司法》、《中华人民共和国证券法》、《上市公司信息披露管理办法》 《上市公司监管指引第 5 号——上市公司内幕信息知情人登记管理制度》《上海 证券交易所股票上市规则》和《公司章程》等有关规定，制定本制度。 第二条 公司董事会负责内幕信息及内幕信息知情人的管理工作，保证内幕 信息知情人档案真实、准确和完整，并按照有关法规要求及时报送。董事长为主 要责任人，董事会秘书负责组织协调公司内幕信息管理工作、办理公司内幕信息 知情人的登记入档及报送事宜。董事长与董事会秘书应当对内幕信息知情人档案 的真实、准确和完整签署书面确认意见。。董事会办公室协助董事会秘书做好公 司内幕信息的管理、登记、披露及备案的日常工作。公司审计委员会应当对内幕 信息知情人登记管理制度实施情况进行监督。 第三条 未经董事会批准同意 ...

Core Viewpoint - The article outlines the regulations and procedures for the selection and appointment of accounting firms by Zhengde Medical Supplies Co., Ltd, emphasizing the importance of maintaining audit quality and protecting shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The appointment of accounting firms requires approval from the audit committee, board of directors, and shareholders' meeting [1][2]. - The controlling shareholders and actual controllers are prohibited from designating accounting firms or interfering with the independent review process [1]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and meet qualifications set by regulatory authorities [2]. - Firms must have a fixed workplace, sound organizational structure, and robust internal management systems [2]. - The firms should have a good reputation and a record of quality, with no criminal penalties related to securities and futures business in the last three years [2]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [2][3]. - Various methods such as competitive negotiation, public bidding, and invitation bidding should be employed to ensure fairness in the selection process [4][5]. - The selection process must include a detailed evaluation of the firms based on criteria such as audit fees, qualifications, and quality management [6][7]. Group 4: Evaluation and Reporting - The audit committee must evaluate the performance of the appointed accounting firms annually and report to the board of directors [3][6]. - The evaluation criteria should include audit fee quotes, quality management levels, and risk management capabilities [6][7]. - Any significant changes in audit fees must be disclosed, especially if they exceed a 20% change from the previous year [8]. Group 5: Reappointment and Replacement Procedures - The audit committee must conduct a thorough evaluation before reappointing an accounting firm for the next year [9]. - Specific conditions warranting the replacement of an accounting firm include significant quality defects or delays in audit work [9][10]. - If a firm is replaced during the annual audit period, a temporary appointment must be made, subject to shareholder approval [9][10]. Group 6: Supervision and Penalties - The audit committee must remain vigilant regarding any irregularities in the selection and appointment of accounting firms [28]. - Serious violations by accounting firms can lead to penalties, including dismissal and financial liability for responsible individuals [29][30]. - Both the company and the accounting firms must prioritize information security and comply with relevant laws and regulations [31].

General Principles - The company establishes an information disclosure management system to regulate its disclosure behavior and protect investors' rights, in accordance with relevant laws and regulations [1][2] - Information disclosure refers to significant information that may impact the company's stock price and must be disclosed to the public and regulatory authorities in a timely manner [1][2] Disclosure Obligations - Disclosure obligors include the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions or changes [2] - Information disclosed must be timely, truthful, accurate, complete, and clear, without misleading statements or omissions [2][3] Disclosure Principles - Information must be disclosed simultaneously to all investors, and no advance disclosure is allowed except as required by law [2][3] - Insider information must not be disclosed or used for trading before it is legally disclosed [2][3] Reporting Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must be audited as per regulations [4][5] - The annual report must be disclosed within four months after the fiscal year-end, while semi-annual and quarterly reports have respective deadlines of two months and one month [5][6] Temporary Reports - The company must immediately disclose significant events that may impact stock prices, including changes in management, major contracts, or financial difficulties [8][9] - Any major changes in the company's operations or financial status must be reported promptly [9][10] Management of Disclosure - The board of directors and senior management are responsible for ensuring timely and accurate disclosures [12][13] - The company must maintain a record of disclosure activities and ensure compliance with internal controls [17][18] Media and Communication - The company’s designated media for disclosures include specific newspapers and the Shanghai Stock Exchange website [18] - Any promotional materials must not contain undisclosed significant information [18][19] Confidentiality and Penalties - Individuals with knowledge of undisclosed information are required to maintain confidentiality and may face penalties for unauthorized disclosures [19][19] - The company reserves the right to pursue legal action against those who disclose information improperly [19]

Core Points - The article outlines the regulations for related party transactions of ZhenDe Medical Supplies Co., Ltd to ensure fairness and protect investor interests [1] - The company must adhere to principles of honesty, equality, and market-based pricing in related party transactions [1][2] - Related party transactions must be approved by the board of directors or shareholders depending on the transaction amount [3][4] Related Party Transactions - Related parties include both legal entities and natural persons that may influence the company's interests [2] - Related party transactions encompass various activities such as asset purchases, financial assistance, and management services [2][3] Decision-Making Authority - Shareholder approval is required for transactions exceeding 30 million yuan or 5% of the latest audited net assets [3] - The board of directors must approve transactions over 300,000 yuan for legal entities and 30,000 yuan for natural persons [3][4] - The chairman can approve transactions below the specified thresholds without board approval [3] Review Procedures - The general manager organizes proposals for related party transactions, detailing pricing and impact on shareholder interests [6] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for decisions [6][7] Disclosure Requirements - The company must disclose ongoing related party transactions in annual and semi-annual reports, especially if terms change significantly [9] - New related party transactions must be submitted for board or shareholder approval based on total transaction amounts [9] Miscellaneous - Transactions that benefit the company without cost or obligation may be exempt from certain voting and disclosure requirements [8] - The company’s subsidiaries are subject to the same regulations regarding related party transactions [15]

振德医疗用品股份有限公司 对外提供财务资助管理制度 （2025年7月修订） 第一章 总则 保荐人或独立财务顾问（如有）应当对财务资助事项的合法合规性、公允性及存 在的风险等发表意见。 第六条 公司不得为《上市规则》规定的关联人提供资金等财务资助，但向非 由公司控股股东、实际控制人控制的关联参股公司提供财务资助，且该参股公司 的其他股东按出资比例提供同等条件财务资助的情形除外。公司向前款规定的关 联参股公司提供财务资助的，除应当经全体非关联董事的过半数审议通过，还应 当经出席董事会会议的非关联董事的三分之二以上董事审议通过，并提交股东会 审议。 第一条 为进一步规范振德医疗用品股份有限公司（以下简称"公司"）及 控股子公司对外提供财务资助行为，防范财务风险，完善公司治理与内控管理， 确保公司稳健经营，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》（以下简称"《上市规则》"）等法律、法规和规 范性文件，以及《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，并结合本公司的实际情况，制定本制度。 第二条 ...

Core Viewpoint - The establishment of the Strategic Committee aims to enhance the governance structure of Zhengde Medical Supplies Co., Ltd., improve the professionalism of major decision-making, and strengthen the scientific nature of decisions while mitigating risks in strategic and investment decisions [1][2]. Group 1: General Provisions - The Strategic Committee is a specialized working body under the Board of Directors, responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2][3]. - The committee operates independently within the scope authorized by the Board and is accountable to the Board [2][3]. Group 2: Composition and Appointment - The Strategic Committee consists of four directors elected by the Board, with independent directors making up at least one-third of the committee [2][3]. - The committee is chaired by the Chairman of the Board, who is responsible for convening and presiding over committee meetings [3]. Group 3: Responsibilities and Authority - The committee's responsibilities include proposing suggestions on the company's vision, mission, values, long-term development strategy, major investment decisions, and ESG-related matters [4]. - Recommendations made by the committee are submitted to the Board in written proposal form for review [4]. Group 4: Work Procedures - Relevant departments of the company are required to assist in the preparatory work for the committee's decisions and provide necessary materials [10]. - The committee can convene meetings to discuss reports from working groups and submit the results to the Board [11]. Group 5: Meeting Rules - Meetings are primarily held in person, but can also be conducted via video or phone if necessary [13]. - A quorum of two-thirds of the committee members is required for meetings to be valid, and members must attend in person or delegate their voting rights [15][16]. Group 6: Confidentiality and Record Keeping - All committee members are bound by confidentiality obligations regarding the matters discussed in meetings [19]. - Meeting records must be maintained, including the opinions expressed by members, and these records are to be archived by the Board office [18].

General Principles - The investment decision management system aims to standardize the company's external investment behavior, mitigate investment risks, and enhance investment efficiency in accordance with relevant laws and regulations [1][2] - External investments are defined as various forms of investment activities made by the company to obtain future returns or meet operational needs, including equity investments, operational investments, and investments in securities and financial derivatives [1] Investment Classification - External investments are categorized into short-term and long-term investments based on the investment duration, with short-term investments being those that can be liquidated within one year and long-term investments exceeding one year [1] Approval Authority - The company implements a hierarchical approval system for external investments, adhering to the provisions of the Company Law, Listing Rules, and the company's articles of association [2][3] - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the chairman, each with specific approval authority based on the size and nature of the investment [2][3] Investment Management - The board of directors' office is responsible for managing external investments, including project evaluation, drafting legal documents, and overseeing investment execution [4][5] - The finance department is tasked with financial management of external investments, including tax registration and bank account management [4][5] Decision-Making Procedures - Short-term investment decision-making involves pre-selecting investment opportunities, providing cash flow statements, and following the approval process [6] - Long-term investments require initial evaluations, investment contracts, and adherence to approval processes before formal signing [6][7] Reporting and Auditing - The finance department must maintain comprehensive financial records for external investments and conduct annual audits of both short-term and long-term investments [10] - Invested companies are required to report their operational status and financial statements monthly to the company [10] Information Disclosure - The company must comply with information disclosure obligations as stipulated by the Company Law and other relevant regulations regarding external investments [10]