国药一致: 董事会议事规则（自2025年6月10日起生效）

General Principles - The rules are established to clarify the responsibilities and decision-making procedures of the board of directors of China National Pharmaceutical Group Corporation [1] - The rules aim to enhance the efficiency of board meetings and ensure scientific decision-making in accordance with relevant laws and regulations [1] Rights and Obligations of Directors - Directors have the right to attend board meetings and exercise voting rights [2] - Directors must act in the best interest of the company and adhere to legal and regulatory obligations [2][3] - Directors are required to treat all shareholders fairly and must not exploit their position for personal gain [2] Responsibilities of Directors - Directors must avoid conflicts of interest and are prohibited from misappropriating company assets or funds [2] - Directors are obligated to maintain confidentiality regarding company secrets even after their term ends [5] - Directors must sign written confirmations for periodic reports to ensure the accuracy and completeness of disclosed information [2] Board Authority - The board is responsible for convening shareholder meetings and executing shareholder resolutions [15] - The board has the authority to decide on major operational plans, investment proposals, and financial distributions [15] - The board must approve external guarantees exceeding certain thresholds based on the company's audited net assets [6] Meeting Procedures - Board meetings can be regular or temporary, with specific notification requirements for each type [12][13] - A quorum of more than half of the directors is required for meetings to be valid [15] - Decisions are made through various voting methods, including show of hands or written ballots [15][16] Committees and Roles - The board may establish specialized committees for strategic, risk control, and audit purposes [12] - The chairman of the board acts as the legal representative and is elected by the board members [17] - The board secretary is responsible for preparing meeting materials and maintaining records [12][17] Disclosure and Compliance - Major resolutions must be reported to the Shenzhen Stock Exchange within two working days [17] - The board must ensure that all meeting records are kept for at least ten years [17] - Any significant internal control deficiencies must be disclosed promptly [10]