维力医疗: 《维力医疗关联交易决策制度》（2025年8月修订）

General Principles - The purpose of the decision-making system for related transactions is to standardize related transactions of Guangzhou Weili Medical Equipment Co., Ltd., protect the legitimate rights and interests of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2] - Related transactions refer to the transfer of resources or obligations between the company, its controlling subsidiaries, and related parties [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant influence or control over the company [1][2] - Legal entities that are considered related parties include those directly or indirectly controlling the company, those controlled by such entities, and those with significant shareholding [1][2] - Natural persons considered related parties include shareholders holding more than 5% of shares, directors, and senior management [2][3] Reporting and Approval Procedures - Directors and senior management must report related party lists and relationships to the board of directors in a timely manner [3][6] - Related transactions must be disclosed and approved by a majority of independent directors before being submitted to the board for review [7][10] - The board must ensure that related directors abstain from voting on related transactions [9][10] Decision-Making Authority - The company is prohibited from providing financial assistance to related parties, except under specific conditions [12][15] - Transactions involving amounts exceeding 30 million yuan or 0.5% of the company's net assets must be reviewed by the board [15][20] - The company must disclose audit or evaluation reports for transactions exceeding 30 million yuan [20][14] Exemptions from Approval - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the approval process [28][18] - Transactions with related parties that do not exceed specified thresholds may also be exempt from detailed scrutiny [28][18] Implementation and Amendments - The decision-making system will be implemented after approval by the shareholders' meeting, and previous related transaction decision-making systems will be automatically invalidated [31][18]