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Announcement of Resolutions of the Seventh Meeting of the Fourth Board of Directors of Zhende Medical

Shanghai Stock Exchange
2026/04/24

Securities code: 603301 Securities abbreviation: Zhende Medical Announcement number: 2026-017

Zhende Medical Products Co., Ltd.

Announcement of Resolutions of the Seventh Meeting of the Fourth Board of Directors

The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.

The seventh meeting of the fourth board of directors of Zhende Medical Supplies Co., Ltd. (hereinafter referred to as the "Company") was held on April 22, 2026 in the company's conference room through on-site communication and communication. The meeting notice was submitted to each director on April 10, 2026 by fax, E-MAIL and personal delivery. This meeting was presided over by Mr. Lu Jianguo, Chairman of the Company. Nine directors were supposed to be present at the meeting, but actually nine directors were present. Senior managers of the company attended the meeting as non-voting delegates. This meeting complied with the relevant provisions of the Company Law and the Articles of Association, and the resolution was legal and valid. After reviewing the proposals at the meeting, the following resolutions were reached:

  1. The "Company's 2025 Board of Directors Work Report" was reviewed and approved, and the Board of Directors agreed to submit this report to the Company's 2025 Annual Shareholders' Meeting for review.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Review and approve the "Company's 2025 General Manager Work Report".

This report has been reviewed and approved at the first meeting of the Strategy Committee of the fourth session of the Board of Directors of the Company. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on the Full Text and Summary of the Company's 2025 Annual Report" was reviewed and approved. The board of directors agreed to submit this proposal to the company's 2025 annual shareholders' meeting for review. Please refer to the "Company's 2025 Annual Report" and "Company's 2025 Annual Report Summary" for details on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

This proposal has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors of the company. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Company's 2025 Independent Directors' Work Report" was reviewed and approved, and the board of directors agreed to submit this report to the company's 2025 annual shareholders' meeting for review. Please refer to the "Company's 2025 Independent Directors' Work Report" for details on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the “Proposal on the Self-examination Report on the Independence of Independent Directors”. The independent directors of the fourth session of the board of directors of the company have submitted the "Self-examination Report on the Independence of Independent Directors" to the board of directors. After verification, the independence of the company's current independent directors in 2025 complies with the relevant requirements for the independence of independent directors in the "Administrative Measures for Independent Directors of Listed Companies" and "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations". The company's board of directors agreed to issue special opinions on the independence of independent directors. "Special Opinions of the Company's Board of Directors on Self-examination of the Independence of Independent Directors" can be found on the website of the Shanghai Stock Exchange on April 24, 2026 (www.sse.com.cn).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the "Company's 2025 Duty Performance Report of the Audit Committee of the Board of Directors". Please refer to the "Company's 2025 Duty Performance Report of the Audit Committee of the Board of Directors" for details on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

This report has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Consider and adopt the "Report on the Performance of Supervisory Responsibilities of the Accounting Firm by the Audit Committee of the Board of Directors in 2025". For details, please refer to the "Report on the Performance of Supervision Responsibilities of the Accounting Firm by the Audit Committee of the Board of Directors of the Company in 2025" on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

This report has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Review and approve the "Company's 2025 Internal Control Evaluation Report". Details of the "Company's 2025 Internal Control Evaluation Report" can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

This report has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Company's 2025 Financial Final Accounts Report" was reviewed and approved, and the board of directors agreed to submit this report to the company's 2025 annual shareholders' meeting for review.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. After reviewing and approving the "Profit Distribution Plan for the Company for 2025", the board of directors agreed to distribute a cash dividend of RMB 3.00 (tax included) to all shareholders for every 10 shares based on the total share capital registered on the equity registration date for equity distribution, with a total cash dividend of RMB 79,162,867.50 (tax included), and the remaining undistributed profits to be carried forward to the next year. No bonus shares will be issued in this profit distribution, and no capital reserve will be converted into share capital. For example, from the date of disclosure of the profit distribution plan to the equity registration date for the implementation of equity distribution, the company's current profit will be reduced due to convertible bond conversion/share repurchase/equity incentive grant share repurchase and cancellation/major asset restructuring share repurchase and cancellation, etc.

If the base number of distributed shares changes, the company plans to maintain the distribution of 0.30 yuan per share (tax included) unchanged, and adjust the total distribution accordingly.

The board of directors agrees to submit this plan to the company’s 2025 annual shareholders’ meeting for review. For details, please refer to the "Announcement on the Company's 2025 Profit Distribution Plan" disclosed by the company on April 24, 2026 (Announcement No.: 2026-018).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on the Remuneration of the Company's Senior Management in 2025" was reviewed and approved by voting item by item.

This proposal has been reviewed and approved at the third meeting of the Remuneration and Appraisal Committee of the fourth session of the Board of Directors of the Company.

Voting results:

(1) Salary of Mr. Lu Jianguo, General Manager of the Company, in 2025

With Director Lu Jianguo abstaining from the vote, there were 8 votes in favor, 0 votes against, and 0 abstentions. (2) Salary of Mr. Xu Dasheng, deputy general manager of the company, in 2025

With Director Xu Dasheng abstaining from the vote, there were 8 votes in favor, 0 votes against, and 0 abstentions. (3) Salary of Mr. Shen Zhendong, deputy general manager of the company, in 2025

With Director Shen Zhendong abstaining from the vote, there were 8 votes in favor, 0 votes against, and 0 abstentions. (4) Salary of Mr. Hu Junwu, deputy general manager of the company, in 2025

9 votes in favor, 0 votes against, and 0 abstentions.

(5) Salary of Mr. Long Jiangtao, the company’s deputy general manager, in 2025

9 votes in favor, 0 votes against, and 0 abstentions.

(6) Salary of Ms. Jin Haiping, the company’s financial officer, in 2025

9 votes in favor, 0 votes against, and 0 abstentions.

(7) Salary of Mr. Ji Baohai, Secretary of the Company’s Board of Directors, in 2025

9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on the Company's 2026 Remuneration Plan for Directors and Senior Management Personnel" was reviewed by voting item by item.

In accordance with relevant regulations such as the "Code of Governance for Listed Companies", the "Articles of Association", the "Working Rules of the Remuneration and Appraisal Committee", and taking into account factors such as the company's actual situation, regional salary levels and performance appraisals, the company formulated the 2026 remuneration plan for directors and senior managers. This proposal was submitted to the third meeting of the Remuneration and Appraisal Committee of the fourth session of the Board of Directors for review. All members abstained from voting on the remuneration plan for directors, and the remuneration plan for senior managers was reviewed and approved.

Voting results:

(1) The company’s 2026 director remuneration plan

All directors need to abstain from voting on this proposal and submit it directly to the company's 2025 annual shareholders' meeting for review. There will be 0 votes in favor, 0 votes against, 0 abstentions, and 9 votes to abstain.

(2) The company’s 2026 senior management compensation plan

In the event that an associated director abstains from voting, there are 6 votes in favor, 0 votes against, 0 abstentions, and 3 votes in avoidance.

  1. After reviewing and adopting the "Proposal on the Confirmation of Daily Related Transactions in 2025 and the Estimation of Daily Related Transactions in 2026", the board of directors confirmed the implementation of the company's daily related transactions in 2025 and agreed to the company's prediction of daily related transactions in 2026. For details, please refer to the "Announcement on the Confirmation of Daily Related Transactions in 2025 and the Estimation of Daily Related Transactions in 2026" disclosed by the company on April 24, 2026 (Announcement No.: 2026-019).

This proposal has been reviewed and approved at the second special meeting of independent directors of the fourth session of the company's board of directors.

Voting results: 4 votes in favor, 0 votes against, and 0 abstentions when associated directors Lu Jianguo, Shen Zhenfang, Shen Zhendong, Xu Dasheng, and Zhang Xiantao abstained from voting.

  1. The "Proposal on the Company's Forward Foreign Exchange Transaction Business" was reviewed and approved. The board of directors agreed that the company should carry out forward foreign exchange transaction business, with the total annual amount not exceeding US$350 million (including US dollars, euros, pounds and other related settlement currencies involved in the company's normal operations). The above quota can be used on a rolling basis. The board of directors agrees to submit this proposal to the company's 2025 annual shareholders' meeting for review, and requests the shareholders' meeting to authorize the legal representative or the authorized agent designated by the legal representative to handle the specific matters of the company's daily forward foreign exchange transactions within the scope of the above authorization. The validity period will be from the date of review and approval by the 2025 annual shareholders' meeting to the date of the 2026 annual shareholders' meeting. For details, please refer to the "Announcement on the Company's Forward Foreign Exchange Transaction Business" disclosed by the company on April 24, 2026 (Announcement No.: 2026-020). Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  2. The "Proposal on the Company's Application for a Comprehensive Credit Line in 2026 and the Provision of Guarantees for Subsidiaries within the Credit Line" was reviewed and approved. The board of directors agreed that the company and its holding subsidiaries plan to apply for a comprehensive credit line from financial institutions in 2026 with a total amount of no more than RMB 2,000,000. During the credit period, the above-mentioned credit line can be used on a rolling basis; and it is agreed that the company and its wholly-owned and controlled subsidiaries intend to provide mutual guarantees within the above-mentioned credit line (but the total amount of guarantee provided for subsidiaries with an asset-liability ratio of more than 70% shall not exceed 300 million yuan) to support business expansion and meet financing needs. The guarantee period is until the end of the aforementioned credit business, and the scope of the guarantee is the actual principal and interest of the credit line. Within the scope of the total annual plan, the credit amounts and guarantee lines between the company and its subsidiaries and credit banks within the scope of the consolidated statements can be mutually adjusted.

The board of directors agrees to submit this proposal to the company's 2025 annual shareholders' meeting for review, and requests the shareholders' meeting to authorize the legal representative or the authorized agent designated by the legal representative to handle the procedures related to credit and financing business (including but not limited to credit, loans, guarantees, mortgages, etc.) within the scope of the above authorization limit and sign relevant legal documents. The validity period is from the date of review and approval by the 2025 annual shareholders' meeting to the date of the 2026 annual shareholders' meeting. For details, please refer to the "Announcement on the Company's Application for a Comprehensive Credit Line in 2026 and the Provision of Guarantees for Subsidiaries within the Credit Line" disclosed by the company on April 24, 2026 (Announcement No.: 2026-021).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on Changes in the Company's Accounting Policies" was reviewed and approved. For details, please refer to the "Announcement on Changes in the Company's Accounting Policies" disclosed by the company on April 24, 2026 (Announcement No.: 2026-022). This proposal has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors of the company.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on Re-appointment of the Accounting Firm" was reviewed and approved. The board of directors agreed that the company would re-appoint Tianjian Accounting Firm (Special General Partnership) to serve as the company's 2026 financial audit and internal control audit for a period of one year, and planned to pay Tianjian Accounting Firm (Special General Partnership) 2025 audit remuneration of RMB 2.86 million (including the company's 2025 annual report audit remuneration of RMB 2.46 million and internal control audit fees of RMB 400,000). The board of directors agreed to submit this proposal to the company's 2025 annual shareholders' meeting for review. For details, please refer to the "Announcement on Re-appointment of the Accounting Firm" disclosed by the company on April 24, 2026 (Announcement No.: 2026-023).

This proposal has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Company's 2025 Accounting Firm's Duty Performance Assessment Report" was reviewed and approved. For details, the "Company's 2025 Accounting Firm's Duty Performance Assessment Report" can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026. This report has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on Using Part of Idle Own Funds for Cash Management" was reviewed and approved. The board of directors agreed that the company and its holding subsidiaries plan to use up to RMB 800 million of idle own funds for cash management (investment products such as financial products and structured deposits with high security, good liquidity, and will not affect the company's normal operations). Within the above limit, the funds can be used on a rolling basis. The investment period is valid for 12 months from the date of approval by the board of directors. The company's board of directors authorizes the chairman to exercise the decision and sign relevant contracts and other legal documents, and the company's financial management department is responsible for the specific implementation. For details, please refer to the "Announcement on the Use of Part of Idle Own Funds for Cash Management" disclosed by the company on April 24, 2026 (Announcement No.: 2026-024).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on Provision for Credit Impairment Losses and Asset Impairment Losses" was reviewed and approved. For details, please refer to the "Announcement on Provision for Credit Impairment Losses and Asset Impairment Losses" disclosed by the company on April 24, 2026 (Announcement No.: 2026-025).

This proposal has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors of the company. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. The "Proposal on Amending the Remuneration Management System for Directors and Senior Management of the Company" was considered and approved. The board of directors agreed to amend the "Remuneration Management System for Directors and Senior Management of the Company" and submit it to the company's 2025 annual shareholders' meeting for review. Details of the revised "Remuneration Management System for Directors and Senior Management of the Company" can be found on the website of the Shanghai Stock Exchange on April 24, 2026 (www.sse.com.cn).

This proposal has been reviewed and approved at the third meeting of the company’s fourth remuneration and assessment committee. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the "Proposal on the Company's 2025 Sustainability Report and ESG (Environmental, Social and Governance) Report and its Summary", "The Company's 2025 Sustainability Report and ESG (Environmental, Social and Governance) Report" and "The Company's 2025 Sustainability Report and ESG (Environmental, Social and Governance) Report Summary". Please refer to April 24, 2026 for details. Shanghai Stock Exchange website (www.sse.com.cn).

This proposal has been reviewed and approved at the first meeting of the Strategy Committee of the fourth board of directors. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the "Proposal on the Evaluation Report of the Company's 2025 "Improving Quality, Efficiency and Emphasis on Returns" Action Plan and the 2026 "Improving Quality, Efficiency and Emphasis on Returns" Action Plan, and the "Evaluation Report of the Company's 2025 "Improving Quality, Efficiency and Emphasis on Returns" Action Plan and the 2026 "Improving Quality, Efficiency and Emphasis on Returns" Action Plan. Please refer to April 24, 2026 for details. Shanghai Stock Exchange website (www.sse.com.cn).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the "Proposal on the Company's First Quarterly Report for 2026". Please refer to the "Company's First Quarterly Report for 2026" for details on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 24, 2026.

This proposal has been reviewed and approved at the seventh meeting of the Audit Committee of the fourth session of the Board of Directors of the company. Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

  1. Considered and approved the “Proposal on Convening the Company’s 2025 Annual Shareholders’ Meeting”

The board of directors agreed that the company will convene the company’s 2025 annual shareholders’ meeting on May 22, 2026, through a combination of on-site voting and online voting. For details, please refer to the "Notice on Convening the Company's 2025 Annual Shareholders Meeting" disclosed by the company on April 24, 2026 (Announcement No.: 2026-029).

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions.

Announcement is hereby made.

Board of Directors of Zhende Medical Products Co., Ltd.

April 24, 2026