Zheng Quan Zhi Xing·2025-06-24 19:03Core Points - The document outlines the rules for the board of directors of Shanghai Fosun Pharmaceutical (Group) Co., Ltd, aiming to standardize meeting procedures and decision-making processes to enhance governance and decision-making quality [1][3][26] Group 1: Board Structure and Responsibilities - The board of directors is responsible for significant corporate actions, including capital changes, major acquisitions, and internal management structure [3][4] - The board must convene at least four regular meetings annually, with the chairman responsible for calling these meetings [7][10] - The board has the authority to decide on the appointment and remuneration of senior management, including the CEO and other executives [3][5] Group 2: Meeting Procedures - Regular meetings require a minimum of fourteen days' notice, while temporary meetings require three days' notice [11][12] - Proposals for meetings must be clear and submitted with supporting materials [9][10] - Decisions require a majority vote from the attending directors, with specific rules for handling conflicts of interest and ensuring independent director participation [20][22] Group 3: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results, and should be signed by participants [23][24] - The board secretary is responsible for maintaining meeting records for ten years and ensuring they are accessible to directors upon request [26][33] - Any resolutions made must be announced according to regulatory requirements, and confidentiality must be maintained until official disclosure [29][30]