迪哲医药: 迪哲医药：董事会议事规则

Core Points - The article outlines the rules and regulations governing the board of directors of Dize (Jiangsu) Pharmaceutical Co., Ltd, ensuring efficient decision-making and compliance with relevant laws [2][30]. Group 1: General Provisions - The board of directors is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [2][3]. - The rules are established based on the Company Law, Securities Law, and the company's articles of association [2]. Group 2: Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings required annually [6][7]. - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 5-day notice unless urgent [3][5]. - A temporary meeting must be convened under specific circumstances, such as a request from shareholders holding more than 10% of voting rights [4][6]. Group 3: Proposals and Voting - Proposals for board meetings must comply with legal and regulatory requirements and be within the board's authority [16][17]. - The chairman is responsible for drafting proposals after consulting with directors and management [17][18]. - Voting is conducted by a show of hands or written ballots, with each director having one vote [22][23]. Group 4: Meeting Records and Resolutions - Meeting records must include details such as the date, attendees, agenda, and voting results [27][28]. - Resolutions require a majority vote from attending directors, with specific conditions for certain decisions [24][25]. - The board secretary is responsible for maintaining meeting archives for at least 10 years [28].