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].

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]