Core Points - The document outlines the rules and responsibilities of the Board Secretary of Shanghai RunDa Medical Technology Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][2][3] Section 1: General Provisions - The Board Secretary is a senior management position responsible for the company and the board, ensuring diligent performance of duties [1] - The Board Secretary acts as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure and corporate governance matters [1][2] Section 2: Qualifications and Appointment - The qualifications for the Board Secretary include good professional ethics, necessary financial and legal knowledge, relevant work experience, and certification recognized by the Shanghai Stock Exchange [2][3] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as Board Secretary [2] - The appointment of the Board Secretary is proposed by the Chairman and requires board approval, with a term of three years [2][3] Section 3: Responsibilities - The Board Secretary is responsible for managing information disclosure, coordinating investor relations, organizing board and shareholder meetings, and ensuring compliance with legal and regulatory requirements [5][6] - The company must provide necessary support for the Board Secretary to fulfill their duties, including access to financial and operational information [6] Section 4: Miscellaneous - The rules are subject to revision and interpretation by the board and take effect upon board approval, replacing any previous regulations [7]

Core Points - The document outlines the major investment and transaction decision-making system of Shanghai RunDa Medical Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][11] - The system aims to clarify the responsibilities and powers of the shareholders' meeting, board of directors, chairman, and management to enhance operational efficiency [1][2] Summary by Sections Investment and Transaction Definition - The term "transaction" includes activities outside daily operations such as asset purchases or sales, external investments, and relinquishing rights [1][4] Decision-Making Authority - Transactions meeting specific criteria must be submitted for board review and timely disclosure, including those where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed 10% of net assets [2][3] Disclosure Requirements - Transactions that meet certain thresholds must be disclosed and may require shareholder meeting approval, particularly if they involve significant asset values or profits [3][4] Financial Assistance and Guarantees - Financial assistance and guarantees require board approval and may need shareholder approval if they exceed specified thresholds [8][9] Audit and Evaluation - Transactions involving significant asset values must be audited or evaluated by qualified institutions, with reports disclosed to shareholders [6][11] Related Party Transactions - Related party transactions are governed by specific regulations, ensuring compliance with the company's related party transaction decision-making system [19] Implementation and Amendments - The system is effective upon approval by the shareholders' meeting and is subject to revision by the board of directors [12][25]

Core Points - The document outlines the external guarantee management system of Shanghai RunDa Medical Technology Co., Ltd, aiming to standardize external guarantee behavior, prevent risks, and protect investors' rights [1][2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its subsidiaries [1]. - The company must ensure that external guarantees are managed uniformly and require board or shareholder approval for any guarantee contracts [2][4]. Group 2: Approval Authority - External guarantees exceeding 10% of the latest audited net assets must be approved by the board and submitted to the shareholders' meeting [2]. - Guarantees exceeding 50% of the latest audited net assets or 30% of total assets require similar approval [2][3]. Group 3: Management Responsibilities - The finance department is responsible for handling external guarantees, including credit investigations and maintaining a record of guarantee details [5][9]. - The audit department supervises and audits significant external guarantee matters [11][31]. Group 4: Qualification Review of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific criteria, such as having good operational status and strong repayment ability [6][13]. - Guarantees cannot be provided to entities with poor credit history or ongoing significant legal issues [7][17]. Group 5: Contract Signing and Follow-up Management - Written guarantee contracts must be established, detailing the rights, obligations, and liabilities of all parties involved [20][21]. - The finance department must continuously monitor the status of the guaranteed entities and report any significant changes to the board [26][27]. Group 6: Information Disclosure - The company is obligated to disclose external guarantee information according to relevant regulations and must maintain confidentiality until official disclosure [33][36]. Group 7: Accountability - All directors must adhere to the management system and bear joint liability for any losses resulting from improper guarantees [38][39]. - Individuals or departments that cause losses due to negligence may face penalties or legal consequences [14].

Core Viewpoint - The document outlines the management measures for the use of raised funds by Shanghai RunDa Medical Technology Co., Ltd, emphasizing the need for compliance with legal regulations and the protection of investors' rights [1]. Group 1: General Principles - The purpose of the management measures is to standardize the use and management of raised funds, ensuring investor rights are protected [1]. - The term "raised funds" refers to funds obtained through stock issuance for specific purposes, excluding funds raised for equity incentive plans [1]. - The measures apply to the storage, use, change of purpose, supervision, and accountability of raised funds [1]. Group 2: Fund Storage - Raised funds must be stored in a special account approved by the board of directors, and cannot be used for non-raised fund purposes [2]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received [2]. - The agreement includes provisions for monthly bank statements and conditions under which the sponsor can investigate the fund usage [2][3]. Group 3: Fund Usage - The company must follow strict procedures for fund usage, including approval from relevant departments based on project implementation progress [3]. - Any significant deviations from the planned use of funds must be reported to the Shanghai Stock Exchange [3]. - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [4][5]. Group 4: Changes in Fund Allocation - Changes in the use of raised funds must be approved by the board and the shareholders, with clear justifications provided [10]. - New investment projects must be analyzed for feasibility and profitability to mitigate investment risks [10][11]. Group 5: Management and Supervision - The company is required to disclose the actual use of raised funds accurately and completely [27]. - Independent directors must monitor the management of raised funds, and external auditors may be engaged for verification [27][28]. - The sponsor must conduct regular investigations into the fund management and usage, providing reports to the company and the stock exchange [29].

上海润达医疗科技股份有限公司 独立董事工作制度 上海润达医疗科技股份有限公司 独立董事工作制度 第二章 独立董事的任职条件 第四条 公司独立董事占董事会成员比例不得低于三分之一，且至少包括 一名会计专业人士。以会计专业人士身份被提名为独立董事候选人的，应具备较 丰富的会计专业知识和经验，并至少符合下列条件之一： （一）具有注册会计师执业资格； （二）具有会计、审计或者财务管理专业的高级职称、副教授及以上职称或 者博士学位； 上海润达医疗科技股份有限公司 独立董事工作制度 （二〇二五年八月） 第一章 总 则 第一条 为进一步完善上海润达医疗科技股份有限公司（以下简称"公司"） 法人治理结构，规范独立董事行为，充分发挥独立董事在公司治理中的作用，保 障全体股东特别是中小股东的利益，根据《中华人民共和国公司法》、《上市公 司独立董事管理办法》、《上市公司治理准则》、《上海证券交易所上市公司自 律监管指引第 1 号——规范运作》等相关规定和《上海润达医疗科技股份有限公 司章程》（以下简称"《公司章程》"），制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其 主要股东、实际控制人不存在直接或 ...

General Principles - The rules are established to standardize the behavior of listed companies, ensure the legal exercise of shareholder rights, and protect the legitimate rights and interests of all shareholders [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - The company holds an annual shareholder meeting once a year within six months after the end of the previous fiscal year, while temporary meetings are held as needed [2][3] - If a temporary meeting cannot be convened within the specified time, the company must report to the Shanghai Securities Regulatory Bureau and the Shanghai Stock Exchange [2] Legal Opinions and Compliance - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, the qualifications of attendees, and the validity of voting results [2][3] Convening Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the specified time frame [3][4] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing at least ten days before the meeting [6][7] - Notifications for annual meetings must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [6][7] Meeting Procedures - Shareholder meetings must be held at the company's registered address or a location specified in the meeting notice [8][9] - All shareholders or their proxies have the right to attend the meeting, and each share carries one vote [9][10] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights present, respectively [12][13] - Related shareholders must abstain from voting on matters that affect their interests [13][14] Record Keeping and Disclosure - Meeting records must be maintained for at least ten years and include details such as meeting time, location, and voting results [11][12] - Resolutions must be announced promptly, including details on attendance and voting results [44][45] Legal Compliance and Amendments - The rules must comply with national laws and regulations, and any inconsistencies will be resolved in favor of the law [19] - The board of directors is responsible for revising and interpreting these rules [19]

Core Points - The company is named Shanghai Runda Medical Technology Co., Ltd. and was established as a joint-stock company in accordance with Chinese laws [2][3] - The registered capital of the company is RMB 579.534079 million [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 23.6 million shares on May 8, 2015, and was listed on the Shanghai Stock Exchange on May 27, 2015 [3] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - The company has established a party organization in accordance with the regulations of the Communist Party of China, which plays a leading role in guiding the company's direction and ensuring implementation [3] Business Objectives and Scope - The company's business objective is to be market-oriented and service-focused, aiming to achieve satisfactory economic benefits for the company and its shareholders through standardized and professional operations [5] - The business scope includes technology services, medical device sales, software development, and investment activities, among others [5] Share Issuance and Capital Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued by the company is 579.534079 million, all of which are ordinary shares [7] - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific circumstances approved by the shareholders' meeting [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and information access, and they are obligated to comply with laws and the company's articles of association [12][41] - The company maintains a shareholder register based on records from the securities registration and settlement institution [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the company's shares [58] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81]

上海润达医疗科技股份有限公司 董事会议事规则 上海润达医疗科技股份有限公司 第一条 为了进一步规范上海润达医疗科技股份有限公司（以下简称"公 司"）董事会的议事方式和决策程序，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》、《中华人民共和国证券法》、《上市公司治理准 则》、《上海证券交易所股票上市规则》等有关法律法规、规范性文件和《上海 润达医疗科技股份有限公司章程》（以下简称"《公司章程》"），制订本规则。 第二条 公司依法设立董事会，对股东会负责。 董事会议事规则 （二〇二五年八月） 第一章 总 则 第三条 本规则对公司全体董事、董事会秘书；列席董事会会议的公司高 级管理人员和其他有关人员具有同等的约束力。 第二章 董事会的组成和下设机构 第四条 公司董事会由十一名董事组成，其中独立董事四名，职工代表董 事一名。董事会设董事长一名，副董事长两名。 （四）制订公司的利润分配方案和弥补亏损方案； （一）召集股东会，并向股东会报告工作； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； （二）执行股东会的决议； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更 ...

一、关于取消监事会的情况 为进一步规范公司运作，完善公司治理，根据《中华人民共和国公司法》《上 市公司章程指引》相关法律、法规和规范性文件的最新规定，结合公司实际情况， 公司将取消监事会，监事会的职权由董事会审计委员会行使。公司《监事会议事 规则》等监事会相关制度相应废止。 本议案尚需提交公司股东大会审议，在公司股东大会审议通过取消监事会 事项之前，公司第五届监事会仍将严格按照有关法律、法规和《上海润达医疗科 技股份有限公司章程》（以下简称"《公司章程》"）的规定继续履行监督职能， 维护公司和全体股东利益。 | 证券代码：603108 | 证券简称：润达医疗 | 公告编号：临 2025-045 | | --- | --- | --- | | 转债代码：113588 | 转债简称：润达转债 | | 上海润达医疗科技股份有限公司 关于取消监事会暨修订《公司章程》及部分制度的公告 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。 上海润达医疗科技股份有限公司（以下简称"公司"）于2025年8月26日召开 第五届董事会第二十四次会议，审 ...

| 证券代码：603108 | 证券简称：润达医疗 | 公告编号：临 2025-044 | | --- | --- | --- | | 转债代码：113588 | 转债简称：润达转债 | | 上海润达医疗科技股份有限公司 关于增加 2025 年度日常关联交易预计的公告 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： 因公司业务发展的需要，依据实际情况，增加与关联方2025年度日常关 联交易预计的金额。 二、本次增加日常关联交易的情况（单位：人民币万元、不含税） 因业务发展需要，公司依据实际情况，拟增加与下述关联方在2025年度日常 关联交易预计的金额，具体如下： | 关联交易 | 关联人 | 原 2025 | 年度 | 本次增加 | 增加后 2025 | 年 | 差异 | | --- | --- | --- | --- | --- | --- | --- | --- | | 类别 | | 预计金额 | | 预计金额 | 度预计金额 | | 原因 | | 向关联方 采购商品 | 上海通用润达医疗技术 有限公司 | ...