Ningbo Samsung Medical Electrical Co., Ltd.

Log in to the Sina Finance APP and search for【disclosure and reporting】 to view more evaluation tiers

I. Circumstances of the Board of Directors’ term expiration and re-election

On March 30, 2026, the company convened the 28th meeting of the sixth session of the Board of Directors and approved the resolution titled “Proposal for Nominating Directors for the Seventh Session of the Board of Directors.” The Board of Directors nominated Ms. Shen Guo-Ying, Mr. Zheng Jian-Jiang, Mr. Cheng Zhi-Hao, Ms. Gu Su, and Ms. Lv Meng as candidates for non-independent directors for the company’s seventh session of the Board of Directors, and nominated Mr. Chen Shi-Ting, Mr. Feng Shao-Gang, and Mr. Zhou Zhi-Hui as candidates for independent directors for the company’s seventh session of the Board of Directors (for the resumes of the above candidates, please refer to the附件).

The company’s Board of Directors’ nomination committee has reviewed the qualifications of the aforementioned director candidates and believes that the qualifications of the aforementioned director candidates meet the requirements for director qualifications under relevant laws, administrative regulations, and normative documents. The independent director candidates are not fewer than one-third of the total number of director candidates; among them, Mr. Chen Shi-Ting is an accounting professional. The educational background, work history, and professional experience of the independent director candidates are all able to meet the requirements for performing the duties of independent directors, and comply with the provisions of relevant laws and regulations and normative documents. Among them, Mr. Chen Shi-Ting and Mr. Feng Shao-Gang have obtained independent director qualification certificates; Mr. Zhou Zhi-Hui has not yet obtained an independent director training certificate and has committed to attend, as soon as possible after this nomination, the relevant independent director training organized by the Shanghai Stock Exchange.

All of the independent director candidates nominated in this round have already been reviewed by the Shanghai Stock Exchange with no objections. In accordance with the relevant provisions of the Company Law and the Articles of Association, the above non-independent director and independent director candidates need to be submitted to the company’s first extraordinary general meeting in 2026 for election, and voting shall be conducted using cumulative voting. The eight directors elected by the general meeting will, together with the one employee representative director elected by the employee representative assembly, constitute the company’s seventh session of the Board of Directors. The term of office is three years from the date on which the general meeting approves the election.

To ensure the normal operation of the Board of Directors, before the directors of the new session assume office, the directors of the sixth session of the Board of Directors will continue to perform their director duties in accordance with the requirements of laws, administrative regulations, and other normative documents and the provisions of the Articles of Association.

II. Other explanations

The qualifications of the above director candidates all comply with the requirements of relevant laws, administrative regulations, and normative documents, and there is no circumstance in which they may not serve as directors as stipulated in the Company Law and the Articles of Association. The above director candidates have not been subject to administrative penalties by the China Securities Regulatory Commission or disciplinary actions by exchanges, and there is no circumstance in which the Shanghai Stock Exchange has determined that they are unsuitable to serve as directors of a listed company.

During their term of office, the members of the sixth session of the Board of Directors acted diligently and responsibly, and played an active role in promoting the company’s standardized operation and sustained development. The company sincerely thanks all directors for the contributions they have made to the company’s development during their tenure!

This announcement is hereby made.

Ningbo Sanxing Medical & Electrical Co., Ltd. Board of Directors

March 31, 2026

Attachment: Resumes of non-independent director candidates and independent director candidates for the seventh session of the Board of Directors

Resumes of non-independent director candidates

1、Ms. Shen Guo-Ying: Female, Chinese nationality, born in 1971. Bachelor’s degree, senior accountant. She has served as Finance Manager of Ningbo Aucus Import and Export Co., Ltd., Finance Manager of Ningbo Aucus Air Conditioning Co., Ltd., Finance Manager of Ningbo Haicheng Electrical Appliances Co., Ltd., Finance Manager of Aucus Group Co., Ltd., Chief Financial Officer, and Assistant to the Chairman, and is currently the Chairman of Ningbo Sanxing Medical & Electrical Co., Ltd.

Ms. Shen Guo-Ying has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. She personally holds 650,000 shares of the company. She has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Articles of Association, or other related provisions in which she is prohibited from serving as a director of the company.

2、Mr. Zheng Jian-Jiang: Male, Chinese nationality, born in 1961. Senior economist, a representative of the 12th and 13th National People’s Congress. He previously served as Factory Director of Ningbo Sanxing Instrument Factory and positions such as President of Ningbo Sanxing Group Co., Ltd., etc. He is currently the Chairman and Party Secretary of Aucus Group Co., Ltd., and a director of Ningbo Sanxing Medical & Electrical Co., Ltd., among other roles.

Mr. Zheng Jian-Jiang is the company’s actual controller. He personally holds 179,306,730 shares of the company. He has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Articles of Association, or other related provisions in which he is prohibited from serving as a director of the company.

3、Mr. Cheng Zhi-Hao: Male, Chinese nationality, born in 1981. Bachelor’s degree. He previously served as Deputy General Manager of the Manufacturing Center and then General Manager of the Electric Power Business Division of Ningbo Sanxing Medical & Electrical Co., Ltd. He is currently a director and the President of Ningbo Sanxing Medical & Electrical Co., Ltd.

Mr. Cheng Zhi-Hao has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. He personally holds 258,000 shares of the company. He has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Articles of Association, or other related provisions in which he is prohibited from serving as a director of the company.

4、Ms. Gu Su: Female, Chinese nationality, born in 1987. Master’s degree, MBA. She has obtained the qualification certificate for serving as the secretary to the board of directors issued by the Shanghai Stock Exchange. She previously served as Deputy Director of the Beijing Office of Aucus Group Co., Ltd., Secretary to the Chairman, Manager of the Capital Management Department, and Investment Management Manager of Ningbo Sanxing Medical & Electrical Co., Ltd. She is currently a director and the secretary to the board of directors of Ningbo Sanxing Medical & Electrical Co., Ltd.

Ms. Gu Su has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. She personally holds 450,000 shares of the company. She has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Articles of Association, or other related provisions in which she is prohibited from serving as a director of the company.

5、Ms. Lv Meng: Female, Chinese nationality, born in 1991. Master’s degree. She previously served as Secretary to the Chairman of Aucus Group Co., Ltd., Human Resources Director of Ningbo Sanxing Medical & Electrical Co., Ltd., and President of Ningbo Mingzhou Medical Group Co., Ltd. She is currently the General Manager of the Home Appliance Group of Aucus Group Co., Ltd. and a director of Ningbo Sanxing Medical & Electrical Co., Ltd.

Ms. Lv Meng has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. She personally holds 500,000 shares of the company. She has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Articles of Association, or other related provisions in which she is prohibited from serving as a director of the company.

Resumes of independent director candidates

1、Mr. Chen Shi-Ting: Male, Chinese nationality, born in 1970. Master’s degree. He previously worked in the Finance Department of Ningbo Mili Electronics Co., Ltd., the Accounting Department of Beilun Sub-branch of the Industrial and Commercial Bank of China, and served as an independent director of Ningbo Water Meter (Group) Co., Ltd. He is currently the Vice Chairman of Ningbo Zhongrui Certified Tax Agents, and concurrently serves as an independent director of Ningbo Yongxin Optical Co., Ltd.

Mr. Chen Shi-Ting has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. He does not hold any shares of the company. He has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Administrative Measures for the Management of Independent Directors of Listed Companies, the Articles of Association, or other related provisions in which he is prohibited from serving as an independent director of the company.

2、Mr. Feng Shao-Gang: Male, Chinese nationality, born in 1969. Chinese nationality, undergraduate degree. From November 2004 to September 2012, he served as a full-time lawyer at Zhejiang Fulin Law Firm. From October 2012 to present, he has held positions including Director of the Administrative Committee, Chairman of the Supervisory Board, and Senior Partner at Beijing Yingke (Ningbo) Law Firm. From April 2018 to April 2024, he served as an independent director of Haitian Precision Industry. He is currently the Chairman of the Supervisory Board and a Senior Partner of Beijing Yingke (Ningbo) Law Firm, and an independent director of Ningbo Sanxing Medical & Electrical Co., Ltd.

Mr. Feng Shao-Gang has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. He does not hold any shares of the company. He has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Administrative Measures for the Management of Independent Directors of Listed Companies, the Articles of Association, or other related provisions in which he is prohibited from serving as an independent director of the company.

3、Mr. Zhou Zhi-Hui: Male, Chinese nationality, born in 1971. Bachelor’s degree, a member of the Hong Kong Institute of Certified Public Accountants. He previously served as an independent non-executive director of Huahe Holdings Group Co., Ltd. (HK09938). He is currently the Chief Financial Officer of E-Life Holdings Limited (HK00223), and concurrently serves as an independent non-executive director of Xinxing Optical Group Holdings Limited (HK00125) and Sincere Watch (Hong Kong) Limited (HK000444).

Mr. Zhou Zhi-Hui has no relationship with other directors, senior management personnel, the actual controller, or shareholders holding 5% or more of the company’s shares. He does not hold any shares of the company. He has not been punished by the China Securities Regulatory Commission or other relevant authorities, and has not been disciplined by any securities exchange. There is no circumstance in the Company Law, the Administrative Measures for the Management of Independent Directors of Listed Companies, the Articles of Association, or other related provisions in which he is prohibited from serving as an independent director of the company.

Securities code: 601567 Securities abbreviation: Sanxing Medical Announcement No.: Lin 2026-014

Ningbo Sanxing Medical & Electrical Co., Ltd.

Announcement on Formulating and Revising the Articles of Association Applicable After the Issuance of H Shares and Certain Corporate Governance Rules

The board of directors and all directors of the Company hereby warrant that this announcement contains no false records, misleading statements, or material omissions, and they assume legal responsibility for the truthfulness, accuracy, and completeness of the content herein.

Ningbo Sanxing Medical & Electrical Co., Ltd. (hereinafter referred to as the “Company”) convened the 28th meeting of the sixth session of the Board of Directors on March 30, 2026, and approved the resolutions titled “Proposal to Amend the Articles of Association Applicable After the Issuance of H Shares (Draft) and Relevant Rules of Procedure (Draft)” and “Proposal on Amending and Formulating Corporate Governance Systems Applicable After the Issuance of H Shares.” Some of the systems included in the above resolutions still need to be submitted to the Company’s first extraordinary general meeting in 2026 for deliberation. The specific matters are hereby announced as follows:

I. Circumstances related to the amendment of the Articles of Association

Based on the Company’s issuance of shares overseas (H shares) and listing on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “H-Share Issuance and Listing”), in accordance with the Company Law of the People’s Republic of China, the Trial Measures for the Administration of the Overseas Issuance of Securities and Listing by Domestic Enterprises, and other domestic laws, regulations, and normative documents, as well as The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and Hong Kong laws and regulations regarding the requirements for issuers incorporated in the Mainland that issue and list shares in Hong Kong, and in light of the Company’s actual circumstances and needs, the Company has amended the Articles of Association, formulated the Articles of Association (Draft), and the specific amendment content is as follows:

■■■■

■

Except for the amendments mentioned above, other content in the Articles of Association remains unchanged. This amendment to the Articles of Association still needs to be submitted to the general meeting for approval. The amended Articles of Association (Draft) shall become effective and be implemented as of the date of the H-share issuance and listing of the Company in this round. Meanwhile, the Board of Directors also requests that the general meeting authorize the Board of Directors and/or the persons authorized by the Board of Directors to make necessary amendments or adjustments to the Articles of Association (Draft) that have been approved by the general meeting, in connection with this H-share issuance and listing, in accordance with the relevant laws and regulations in Mainland and abroad, the Hong Kong Listing Rules, the opinions of relevant regulatory authorities, and the Company’s actual circumstances (including, but not limited to, adjustments and amendments to the wording, chapters, clauses, and effectiveness conditions, etc.), and to handle matters such as changes and filings with the Company’s registration authority and other relevant regulatory and government departments, and after the completion of this H-share issuance and listing, to revise the corresponding articles of the Company’s Articles of Association in accordance with matters such as changes in share capital and equity structure; and to handle approval, examination and approval, registration, change, and filing matters regarding registered capital and amendments to the Articles of Association with the China Securities Regulatory Commission, the market supervision and administration authorities, and other relevant government departments. The amended Articles of Association (Draft) are set out in the “Articles of Association (Draft) of Ningbo Sanxing Medical & Electrical Co., Ltd.” (applicable after H-share issuance and listing), which will be disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

II. Circumstances related to the formulation and amendment of certain corporate governance systems applicable after the issuance and listing of H shares in this round

In accordance with the above amendment to the Articles of Association and the requirements for this H-share issuance and listing, the Company has formulated certain corporate governance systems, and at the same time amended some corporate governance systems and formed drafts. The specific circumstances are as follows:

■

The specific content of the portion of corporate governance systems proposed to be formulated and amended on this occasion will be disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) and in designated media on the same day. Among them, the “Rules of Procedure for General Meetings” (Draft) (applicable after H-share issuance and listing), the “Rules of Procedure for Meetings of the Board of Directors” (Draft) (applicable after H-share issuance and listing), the “Related (Connected) Transaction Decision-Making System of Ningbo Sanxing Medical & Electrical Co., Ltd.” (Draft) (applicable after H-share issuance and listing), the “External Guarantee Decision-Making System of Ningbo Sanxing Medical & Electrical Co., Ltd.” (Draft) (applicable after H-share issuance and listing), the “Administrative Measures for Information Disclosure of Ningbo Sanxing Medical & Electrical Co., Ltd.” (Draft) (applicable after H-share issuance and listing), and the “Procedures for Nominating Candidates for Directors by Shareholders of Ningbo Sanxing Medical & Electrical Co., Ltd.” (Draft) (applicable after H-share issuance and listing) still need to be submitted to the Company’s first extraordinary general meeting in 2026 for consideration.

This announcement is hereby made.

Ningbo Sanxing Medical & Electrical Co., Ltd. Board of Directors

March 31, 2026

Huge amounts of information and precise interpretation—only on the Sina Finance APP