Core Points - The document outlines the procedures and regulations for the resignation of directors and senior management at Yingke Medical Technology Co., Ltd, aiming to maintain corporate governance stability and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Provisions - The regulations are established based on relevant laws and the company's articles of association to standardize the resignation process of directors and senior management [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2]. - If a director resigns and it results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [2]. - The company must complete the election of a new director within sixty days after a resignation to ensure compliance with legal and regulatory requirements [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Obligations - Resigning directors and senior management must complete handover procedures within five working days after their resignation, including transferring company seals and all relevant documents [3]. - If there are outstanding public commitments, the company can require a written fulfillment plan from the resigning personnel [3]. Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [4]. - There are restrictions on the amount of shares that can be sold during their term and after resignation, ensuring compliance with relevant regulations [4]. Chapter 5: Accountability Mechanism - The board will review and determine accountability measures if a resigning director or senior management fails to fulfill commitments or obligations [5]. - Individuals can appeal the board's decisions regarding accountability within fifteen days [5]. Chapter 6: Supplementary Provisions - Any matters not covered by these regulations or conflicting with national laws will be governed by the relevant laws and the company's articles of association [6].

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The registered capital of the company is RMB 641.700369 million [1] - The company aims to enhance product quality and develop new products using advanced technology and scientific management methods, thereby improving economic benefits for investors [3] Company Structure - The company is a permanent joint-stock limited company with the chairman serving as the legal representative [2] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has established a party organization to conduct activities in accordance with the Communist Party of China [3] Business Scope - The company’s business scope includes the production and sale of medical devices, sanitary products, and disposable medical supplies, among others [3][4] - The company is also involved in the manufacturing of rubber and plastic products, as well as the sale of various medical and daily-use products [3][4] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4][5] - The total number of shares issued by the company is 641.700369 million, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company meetings, as well as obligations to comply with laws and regulations [12][40] - The company’s shareholders are prohibited from withdrawing their capital except in legally specified circumstances [40] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as capital increases, mergers, and amendments to the articles of association [18][20] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares [49][54] Financial Management - The company is restricted from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the board [5][6] - The company can increase its capital through various methods, including issuing new shares or converting bonds into shares [6][7]

Core Viewpoint - The company has established a comprehensive information disclosure system to ensure compliance with legal requirements and protect shareholders' rights, emphasizing the importance of timely, accurate, and complete information dissemination [1][2][3]. Group 1: Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, which must adhere to relevant laws and regulations [2]. - The company must treat all shareholders fairly and disclose information that may significantly impact their decisions in a clear and understandable manner [3][4]. - The company is required to disclose information proactively, especially if it could materially affect shareholders and stakeholders [3][4]. Group 2: Reporting Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6]. - If the company anticipates that its annual performance or financial status will significantly change, it must issue a performance forecast within one month after the fiscal year ends [6][7]. - The company must also disclose any major events or transactions that could impact its stock price or investment decisions promptly [8][9]. Group 3: Major Transactions and Related Party Transactions - Major transactions, such as asset purchases or sales, must be disclosed if they meet certain thresholds, including a 10% impact on total assets or significant revenue contributions [10][11]. - Related party transactions must also be disclosed if they exceed specified monetary thresholds, ensuring transparency in dealings with affiliated entities [12][13]. Group 4: Other Significant Events - The company must disclose any significant events that could materially affect its securities or investment decisions, including major losses, legal issues, or changes in management [14][15]. - The company is required to report any changes in its operational status or significant external factors that could impact its business [15][16]. Group 5: Information Disclosure Management - The board of directors is responsible for overseeing the information disclosure process, with the chairman being the ultimate responsible party [17][18]. - The company must maintain a structured approach to information disclosure, ensuring that all relevant personnel are informed and comply with disclosure obligations [19][20]. - The company must implement internal controls to ensure the accuracy and timeliness of financial reporting and disclosures [21][22].

Core Viewpoint - The company has established a comprehensive internal control system to enhance operational efficiency, safeguard assets, ensure compliance with laws and regulations, and protect investors' rights [1][2][3]. Group 1: Internal Control Principles - The internal control system should adhere to principles of comprehensiveness, importance, checks and balances, adaptability, and cost-effectiveness [2][3]. - The board of directors is responsible for establishing and implementing the internal control system, while the management is tasked with daily operations [4]. Group 2: Basic Requirements - Internal control must consider elements such as internal environment, risk assessment, control activities, information and communication, and internal supervision [6][7]. - The company should establish clear responsibilities and authority for each department and ensure compliance with the established control framework [8]. Group 3: Control Activities - The internal control system must cover all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and investment management [4][10]. - The company should strengthen management control over subsidiaries and significant transactions, ensuring proper oversight and compliance [10][11]. Group 4: Related Party Transactions - The company must establish a robust internal control system for related party transactions, ensuring transparency and fairness [13][14]. - The board and shareholders must follow established procedures for approving related party transactions, including avoiding conflicts of interest [15][16]. Group 5: External Guarantees - The internal control for external guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk management [19][20]. - The board must conduct thorough investigations into the financial status of guaranteed parties before approving guarantees [21][22]. Group 6: Fundraising and Investment Control - The company must manage fundraising strictly according to legal requirements, ensuring funds are used as promised in the prospectus [27][28]. - Regular audits and reports on the use of raised funds are required to ensure compliance and transparency [29][30]. Group 7: Information Disclosure - The company should establish a management system for information disclosure, ensuring timely and accurate reporting of significant information [42][43]. - A designated board secretary is responsible for overseeing the information disclosure process and ensuring compliance with regulations [44][45]. Group 8: Subsidiary Management - The company must enhance control over subsidiaries, ensuring they establish their own internal control systems in line with the parent company's policies [46][47]. - Regular reporting and analysis of subsidiaries' performance and compliance with internal controls are essential [48]. Group 9: Internal Supervision - Internal supervision includes both daily and special oversight to ensure the effectiveness of internal controls [55][56]. - The company must address any identified internal control deficiencies promptly and report them to the board [57].

General Provisions - The company establishes guidelines to enhance the role of the board secretary and ensure compliance with relevant laws and regulations [1][2] - The board secretary is a senior management position responsible for the company and the board [1][2] - The board secretary must meet qualifications set by the relevant regulations and pass a qualification exam recognized by the Shenzhen Stock Exchange [1][2] Responsibilities - The board secretary is responsible for organizing information disclosure, managing investor relations, and coordinating communication between the company and stakeholders [5][11] - The board secretary must ensure compliance with information disclosure regulations and maintain confidentiality of sensitive information [13][19] - The board secretary is tasked with preparing board and shareholder meetings, maintaining meeting records, and ensuring the quality of documents submitted for review [12][23] Employment and Termination - The company must promptly announce the appointment of the board secretary, including personal details and qualifications [2][9] - The board secretary can be dismissed for failing to fulfill duties, legal violations, or causing significant losses to the company [26][28] - In the event of a vacancy, the board must appoint an interim secretary and complete the hiring of a new secretary within three months [30][31]

Core Points - The article outlines the rules and procedures for the board of directors of Yingke Medical Technology Co., Ltd to enhance governance and decision-making efficiency [1][12] Group 1: Board Meeting Procedures - The board of directors must hold at least two regular meetings annually [3] - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [4][5] - A temporary meeting must be convened under specific circumstances, such as when shareholders representing more than 10% of voting rights propose it [6][9] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 10 days and 2 days in advance, respectively [8][10] - Meetings require the presence of more than half of the directors to be valid [11] - Directors are encouraged to attend in person and must review materials beforehand if unable to attend [12] Group 3: Voting and Decision-Making - Proposals must be discussed thoroughly before voting, and decisions require a majority of votes from attending directors [19][20] - Related party transactions must be voted on by non-related directors only, ensuring independence in decision-making [9][20] - Meeting records must include details such as date, attendees, agenda, and voting results [11][30] Group 4: Documentation and Compliance - The board secretary is responsible for maintaining meeting records and ensuring compliance with regulations [30][31] - The rules can be amended based on legal requirements and company circumstances, subject to shareholder approval [32][12]

Core Viewpoint - The company has established a comprehensive system for external guarantees to regulate its guarantee behavior, mitigate risks, and ensure compliance with relevant laws and regulations [2][10]. Group 1: Definition and Scope of External Guarantees - External guarantees refer to the company providing guarantees, mortgages, pledges, or other forms of guarantees for others, ensuring that the company fulfills obligations if the debtor defaults [2]. - The total amount of external guarantees includes guarantees provided by the company to its controlling subsidiaries [2]. Group 2: Approval and Management of External Guarantees - External guarantees must be approved by the board of directors or the shareholders' meeting and disclosed promptly [4]. - The company implements unified management of external guarantees, prohibiting any individual from signing guarantee contracts without board or shareholder approval [3]. Group 3: Criteria for Guarantee Recipients - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as having strong debt repayment capabilities and being related to the company's business [8]. - Guarantees may also be provided to entities that do not meet the criteria but are deemed necessary for business relations, subject to board approval [9]. Group 4: Risk Assessment and Documentation - The company is required to investigate the operational and credit status of the guarantee applicants and may hire external professionals for risk assessment [10]. - Applicants must provide essential documentation, including financial reports and details of any ongoing legal issues [4][5]. Group 5: Disclosure and Reporting Obligations - The company must disclose guarantee matters if the guaranteed party fails to fulfill repayment obligations or faces bankruptcy [9]. - Independent directors are required to provide a special report on the company's guarantee situation in the annual report [9]. Group 6: Accountability and Compliance - Company directors must exercise caution and strictly control the risks associated with guarantees, bearing joint liability for any losses from improper guarantees [25]. - Any individual who signs guarantee contracts without proper authorization will be held accountable, and serious violations may lead to legal action [26].

General Principles - The company establishes guidelines for external investment control to mitigate risks and enhance investment efficiency based on relevant laws and regulations [1] - External investment includes monetary contributions or contributions of assets such as equity, technology, and real estate [1] Investment Approval Authority - External investments must comply with national regulations and the company's development strategy, aiming for reasonable returns [2] - The board of directors and shareholders' meeting are the primary decision-making bodies for external investments, with specific thresholds for board and shareholder approval [2][3] Pre-Investment Work and Management - The company must conduct feasibility studies for long-term equity investments, including economic indicators and risk assessments [4][5] - Financial asset investments require a proposal detailing investment amounts, types, and expected returns [5] Execution Control of Investments - After approval, the investment plan must specify funding details and responsible personnel, with any changes requiring further approval [6][15] - The company must track the financial health of invested entities and report any anomalies to the board [6][16] Disposal Control of Investments - The procedures for recovering or transferring investments mirror those for initial approvals, with specific conditions outlined for both actions [7][20][21] Supervision and Inspection - The internal audit department is responsible for overseeing external investment activities and ensuring compliance with internal controls [8][24] Responsibilities of Directors and Management - Company directors and management must exercise caution in investment decisions, with accountability for significant losses due to negligence [8][27][28] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and can be revised by the board as necessary [9][30]

Core Points - The company establishes specialized committees to enhance governance and strategic development, including the Strategic and ESG Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee [1][2][3] Strategic and ESG Committee - The Strategic and ESG Committee is responsible for analyzing global economic and industry trends, researching the company's development strategy, and providing recommendations on public policies and sustainable development [2][3] - The committee consists of three directors, including one independent director, and is chaired by the chairman of the board [2][3] - The committee's responsibilities include evaluating long-term development strategies, major investment decisions, and assessing ESG-related risks and opportunities [3][4] Nomination Committee - The Nomination Committee is tasked with selecting candidates for the board of directors and senior management, ensuring compliance with relevant laws and company regulations [6][7] - It comprises three directors, with at least two being independent directors, and is chaired by an independent director [6][7] - The committee's recommendations must be documented and disclosed if not fully adopted by the board [7][8] Audit Committee - The Audit Committee oversees the company's financial reporting, internal controls, and external audit processes [10][11] - It consists of three members, all of whom must be non-executive directors, with a majority being independent directors [10][11] - The committee is responsible for reviewing financial reports and ensuring compliance with legal and regulatory requirements [11][12] Compensation and Assessment Committee - The Compensation and Assessment Committee develops performance evaluation standards and compensation policies for directors and senior management [11][13] - It is composed of three directors, with a majority being independent directors, and is chaired by an independent director [11][13] - The committee's recommendations regarding compensation must be approved by the board and disclosed to shareholders [13][14]

Core Viewpoint - The company aims to enhance communication with investors and protect their rights through a structured investor relations management system, ensuring transparency and compliance with relevant laws and regulations [1][2][3]. Group 1: Objectives and Principles of Investor Relations Management - The purpose of investor relations management includes establishing effective communication channels, building a stable investor base, fostering a culture of respect for investors, maximizing overall company benefits, and increasing information disclosure transparency [7][8]. - The basic principles of investor relations management emphasize full disclosure of information, compliance with legal regulations, equal treatment of all investors, honesty and integrity, efficiency in communication, and interactive engagement with investors [8][9]. Group 2: Communication Content and Methods - Key communication topics with investors include the company's development strategy, legal disclosures, operational and financial information, significant events, and corporate culture [10][11]. - Various communication methods are employed, such as regular reports, performance briefings, shareholder meetings, company websites, and interactive platforms, ensuring accessibility and efficiency for investors [11][12]. Group 3: Management Structure and Responsibilities - The board secretary is responsible for investor relations management, supported by the capital securities department, which organizes and coordinates investor relations activities [26][27]. - Responsibilities of investor relations management include analyzing investor demographics, facilitating communication, maintaining public relations, and managing media interactions [29][30]. Group 4: Implementation and Compliance - The company must adhere to information disclosure obligations as mandated by regulatory authorities, ensuring timely and accurate reporting of significant information [31][32]. - In voluntary disclosures, the company should follow fairness principles, ensuring all investors have equal access to information [34][35].