科兴制药: 董事会议事规则

Core Points - The document outlines the rules and procedures for the board of directors of Sinovac Biotech Ltd, aiming to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][25]. Group 1: General Provisions - The board of directors is responsible to the shareholders' meeting and exercises its powers according to the law and the company's articles of association [1]. - The board meetings are the primary form of decision-making for the directors, and attendance is essential for fulfilling their duties [1][2]. Group 2: Directors - Directors must be elected or replaced by the shareholders' meeting and serve a term of three years, with the possibility of re-election [4]. - Directors have a fiduciary duty to act in the best interests of the company and its shareholders, avoiding conflicts of interest and not misusing their authority for personal gain [9][10]. Group 3: Board of Directors - The board consists of eight directors, including three independent directors and employee representatives [9]. - The board has various powers, including convening shareholders' meetings, executing resolutions, and making decisions on significant investments and operational plans [17]. Group 4: Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [13][25]. - Decisions require a majority vote from the attending directors, with stricter requirements for related party transactions and guarantees [39][40]. Group 5: Responsibilities of the Chairman - The chairman presides over shareholders' meetings and board meetings, ensuring the execution of board resolutions [28]. - The chairman has the authority to make urgent decisions in emergencies, subject to later reporting to the board [28][29]. Group 6: Documentation and Record-Keeping - Meeting records must accurately reflect the time, place, attendees, and decisions made, with a retention period of at least ten years [22][23]. - The board secretary is responsible for maintaining meeting documentation and ensuring confidentiality [23].