润达医疗: 关联交易决策制度（2025年8月修订）

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].