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]

Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [5][7] - The company was established as a joint-stock company through the overall change of Shaoxing ZhenDe Medical Dressing Co., Ltd. and is registered in Zhejiang Province [5][6] - The company issued 25 million shares to the public and was listed on the Shanghai Stock Exchange on April 12, 2018 [5][6] - The registered capital of the company is RMB 265,835,535 [6] Chapter 1: General Provisions - The company is a permanent joint-stock company with its legal representative being the chairman [6][7] - The legal representative's civil activities conducted in the name of the company are legally binding on the company [6][7] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [6][7] Chapter 2: Business Objectives and Scope - The company's business objective is to ensure medical safety and reduce healthcare costs [8] - The approved business scope includes the production of medical devices, sanitary products, and disposable medical supplies [8] Chapter 3: Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [9][10] - The total number of shares issued by the company is 265,835,535, all of which are ordinary shares [10] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution [14] - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [14][15] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [21] Chapter 5: Shareholders' Meeting Procedures - The company must notify shareholders of the meeting at least 20 days in advance for the annual meeting and 15 days for a temporary meeting [26][27] - The meeting must be presided over by the chairman or a designated representative [72] - Shareholders can vote in person or by proxy, and the voting results must be disclosed [80][84]

Core Viewpoint - The company plans to change the purpose of repurchased shares from "for employee stock ownership plan" to "cancel and reduce registered capital" for 615,667 shares, which represents 0.23% of the total share capital [1][2][4]. Summary by Sections Share Repurchase Implementation - The company approved a share repurchase plan on December 31, 2020, with a total fund of no less than RMB 120 million and no more than RMB 160 million, to be completed within 12 months [2]. - The repurchase price was capped at RMB 72.00 per share, with a total transaction amount of RMB 12 million [2]. Change of Purpose and Cancellation - The board of directors agreed to change the purpose of the repurchased shares from "for employee stock ownership plan" to "cancel and reduce registered capital" due to the failure to unlock shares in the first employee stock ownership plan [3][4]. - After the cancellation, the total share capital will decrease from 266,451,202 shares to 265,835,535 shares, and registered capital will reduce from RMB 266,451,202 to RMB 265,835,535 [1][4]. Impact of the Change - The change in the purpose of repurchased shares and cancellation is expected to have no significant impact on the company's financial status or operational results, nor will it affect the company's debt repayment ability or ongoing operations [5][6]. - The company maintains that this decision does not harm the interests of shareholders, especially minority shareholders, and will not lead to changes in the controlling shareholder or actual controller [6]. Decision-Making Process - The decision was made during the 22nd meeting of the third board of directors and the 19th meeting of the third supervisory board on July 23, 2025, and requires approval from the shareholders' meeting [6][7]. - The supervisory board supports the decision, confirming that it complies with relevant regulations and does not harm the interests of the company or its shareholders [7].