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润达医疗:监事会决议公告
Zheng Quan Ri Bao· 2025-08-26 14:20
证券日报网讯 8月26日晚间,润达医疗发布公告称,公司第五届监事会第十七次会议审议通过了《关于 审议公司2025年半年度报告及摘要的议案》等。 (文章来源:证券日报) ...
润达医疗: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-26 10:25
Meeting Information - The company will hold a temporary shareholders' meeting on September 12, 2025, at 1:30 PM [5] - The meeting will take place at the Star Center, 8th Floor, 89 Zhapu Road, Hongkou District, Shanghai [5][8] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [5][4] Voting Procedures - Shareholders can vote via the trading system or the internet voting platform, with specific time slots for each method [4][5] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [7] - The first voting result will be considered valid if the same voting right is exercised multiple times [7] Attendance and Registration - Only shareholders registered by the close of trading on the equity registration date are eligible to attend the meeting [7] - Registration for attendance must be completed in person, with specific documentation required for both individual and corporate shareholders [7][10] - The registration period is set for September 10, 2025, from 9:30 AM to 11:30 AM and 1:30 PM to 4:00 PM [11] Proxy Voting - Shareholders can appoint a proxy to attend the meeting and vote on their behalf, with specific documentation required for the proxy [7][9] - The proxy must present identification and authorization documents to register for the meeting [7][10]
润达医疗: 关联交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
Core Viewpoint - The document outlines the decision-making procedures for related party transactions of Shanghai RunDa Medical Technology Co., Ltd, aiming to protect the interests of the company and minority shareholders while ensuring compliance with relevant laws and regulations [1]. Summary by Sections Related Party Transactions Definition - Related party transactions refer to the transfer of resources or obligations between the company, its subsidiaries, and related parties, including various forms of financial assistance, asset transactions, and joint investments [1][2]. Identification of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, its directors, senior management, and significant shareholders [2][3]. Board and Shareholder Meeting Procedures - Related directors must abstain from voting on transactions where they have a conflict of interest, and decisions must be made by a majority of non-related directors [4][5]. - Related shareholders must also abstain from voting on relevant transactions, ensuring that their voting rights do not influence the outcome [5][12]. Transaction Approval and Disclosure - Transactions exceeding certain thresholds (e.g., 300,000 yuan for individuals, 3 million yuan for entities) require approval from independent directors and must be disclosed [10][11]. - For transactions above 30 million yuan or 5% of the company's net assets, board approval is required before submission to the shareholders' meeting [11]. Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions where equal terms are offered to all shareholders [12][9]. - Guarantees provided to related parties must also follow strict approval processes involving non-related directors and must be disclosed to shareholders [9]. Daily Related Transactions - Daily related transactions must be documented and disclosed, with specific procedures for approval and reporting based on transaction amounts [14][15]. Exemptions from Approval - Certain transactions, such as those providing unilateral benefits to the company without obligations, may be exempt from the usual approval and disclosure requirements [14]. Implementation and Amendments - The decision-making procedures are subject to amendments by the board and will take effect upon approval by the shareholders' meeting [15].
润达医疗: 投资者关系管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
投资者关系管理制度 (二〇二五年八月) 第一章 总 则 上海润达医疗科技股份有限公司 投资者关系管理制度 上海润达医疗科技股份有限公司 第一条 为了加强上海润达医疗科技股份有限公司(以下简称"公司") 与投资者和潜在投资者(以下简称"投资者")之间的沟通,促进公司和投资者 关系的良性发展,规范公司投资者关系工作,根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《上市公司投资者关系管理工作指引》、《上海证 券交易所股票上市规则》等法律法规、规范性文件及《上海润达医疗科技股份有 限公司章程》(以下简称"《公司章程》")的相关规定,结合公司实际情况, 制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互 动交流和诉求处理等工作,加强与投资者及潜在投资者之间的沟通,增进投资者 对公司的了解和认同,以提升公司治理水平和企业整体价值,实现尊重投资者、 回报投资者、保护投资者目的的相关活动。 第三条 投资者关系管理的基本原则是: (一)合规性原则。公司投资者关系管理应当在依法履行信息披露义务的基 础上开展,符合法律、法规、规章及规范性文件、行业规范和自律规则、公司内 部规章制度,以及行业 ...
润达医疗: 内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
Core Viewpoint - The document outlines the insider information management system of Shanghai RunDa Medical Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights [1][2][3]. Group 1: General Principles - The company establishes this system to regulate insider information management and enhance confidentiality [1]. - The board of directors is designated as the management body for insider information, with the chairman responsible for confidentiality efforts [1][2]. Group 2: Scope of Insider Information - Insider information is defined as unpublicized information that significantly impacts the company's operations, finances, or stock market prices [2][3]. - Individuals classified as insider information recipients include those specified in the Securities Law [2][3]. Group 3: Registration Management of Insider Information Recipients - The company must accurately document all stages of insider information handling, including reporting, transmission, and disclosure [3][4]. - Insider information recipients are required to confirm their awareness of the information [3][4]. Group 4: Confidentiality Management - All directors and insiders must maintain confidentiality before public disclosure and limit the information's knowledge to a minimum [6][7]. - Insider information recipients are prohibited from leaking information or trading based on insider knowledge [6][7]. Group 5: Accountability - The company will conduct self-inspections regarding insider trading and report any violations to regulatory authorities [8][9]. - Violations of the insider information management system may lead to penalties or legal actions against responsible individuals [8][9]. Group 6: Appendices - The document includes templates for the registration of insider information recipients and a commitment letter to ensure compliance with confidentiality obligations [10][11].
润达医疗: 董事会秘书工作规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
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]
润达医疗: 重大投资和交易决策制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
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]
润达医疗: 对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
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].
润达医疗: 募集资金使用管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
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].
润达医疗: 独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 10:24
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 ...