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].

Core Viewpoint - Zhendermedical's stock closed at 21.87 yuan, up 2.53%, with a rolling PE ratio of 16.05, marking a new low in 75 days, and a total market value of 5.827 billion yuan [1] Company Summary - Zhendermedical specializes in the research, production, and sales of medical and health products, focusing on basic care, surgical infection control, pressure treatment and fixation, stoma and modern wound care, and infection control protection [1] - The company has received multiple technical awards, including provincial key enterprise research institutes and high-tech enterprise certifications, and has passed the national high-tech enterprise review [1] - For Q1 2025, Zhendermedical reported revenue of 999.2 million yuan, a year-on-year increase of 2.87%, and a net profit of 51.2419 million yuan, a year-on-year decrease of 30.19%, with a gross profit margin of 34.28% [1] Industry Summary - The average PE ratio for the medical device industry is 53.52, with a median of 37.14, placing Zhendermedical at 36th in the industry ranking [2] - The industry average and median PE ratios indicate a higher valuation compared to Zhendermedical's current PE ratio of 16.05 [2] - The total market value of Zhendermedical is 5.827 billion yuan, which is significantly lower than the industry average market value of 111.58 billion yuan [2]

证券代码：603301 证券简称：振德医疗 公告编号：2025-025 振德医疗用品股份有限公司 关于变更部分回购股份用途并注销的公告 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。 重要内容提示： ●公司拟将回购的第一期员工持股计划未解锁股份用途由"用于 实施员工持股计划"变更为"注销并减少公司注册资本"。 ●第一期员工持股计划未解锁股份回购完成后，公司拟注销回购 专用证券账户中已回购的 615,667 股股份，占公司总股本的 0.23%。 注销完成后，公司总股本将由266,451,202股减少为265,835,535股， 注册资本将由 266,451,202 元减少为 265,835,535 元。 ●本次变更回购股份用途并注销事项尚需提交公司股东大会审议 通过后实施。 振德医疗用品股份有限公司（以下简称"公司"）于 2025 年 7 月 23 日召开第三届董事会第二十二次会议及第三届监事会第十九次会 议，审议通过了《关于变更部分回购股份用途并注销的议案》，拟将 回购的第一期员工持股计划未解锁公司股份 615,667 股的用 ...

振德医疗用品股份有限公司 金融衍生品交易管理制度 （2025 年 7 月制定） 第一章 总则 第五条 公司进行金融衍生品交易业务应当遵循合法、审慎、安全和有效的 原则。所有金融衍生品交易业务均应以正常生产经营或投融资业务为基础，以经 营业务为依托，以规避和防范风险为目的，不得进行单纯以盈利为金融衍生品交 易，不得影响公司正常经营。 第六条 公司及境内子公司开展金融衍生品业务需与经国家外汇管理局和中 国人民银行批准、具有金融衍生品业务经营资格的金融机构进行交易，不得与前 述金融机构之外的其他组织或个人进行交易；公司境外子公司开展金融衍生品业 务需遵循当地法律法规的相关规定。 第七条 公司以自有资金从事金融衍生品业务，不得使用募集资金直接或间 接进行金融衍生品交易。公司应严格按照股东会或董事会批准的金融衍生品交易 额度进行交易，控制交易资金规模，不得影响公司正常经营。 第八条 公司从事金融衍生品交易的，应当合理配备投资决策、业务操作、 风险控制等专业人员。 第九条 公司进行金融衍生品交易，交易标的涉及外汇的，需基于公司的外 币收（付）款的谨慎预测，金融衍生品交易合约的外币金额不得超过外币收（付） 款的谨慎预测量。 ...

振德医疗用品股份有限公司 第一条 为了进一步规范振德医疗用品股份有限公司（以下简称"公司"、"本 公司"）董事会的议事方式和决策程序，促使董事和董事会有效地履行其职责， 提高董事会规范运作和科学决策水平，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》"）、《上市公 司治理准则》、《上海证券交易所股票上市规则》（以下简称"《上市规则》"）等法 律、法规和规范性文件的要求和《公司章程》有关规定，制定本规则。 第二章 董事会的组成与职权 第二条 董事会由 9 名董事组成，其中独立董事 3 名。董事会应包括 1 名职 工代表，董事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他 形式民主选举产生。公司设董事长 1 名，副董事长 1 名。 第三条 董事会行使下列职权： （七）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、 对外担保事项、委托理财、关联交易、对外捐赠等事项； 董事会议事规则 （2025 年 7 月修订） 第一章 总则 （八）决定公司内部管理机构的设置； （九）决定聘任或者解聘公司总经理、董事会秘书及其他高级管理人员，并 决 ...