太龙药业: 董事会议事规则

Core Points - The article outlines the rules and procedures for the board of directors of Henan Tailong Pharmaceutical Co., Ltd, aiming to enhance the board's operational efficiency and decision-making quality [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is accountable to the shareholders and must operate within the legal framework and the company's articles of association [1] - The company appoints a board secretary who is responsible for the board's daily operations and reports directly to the board [1] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings required each year [2] - Temporary meetings must be convened within ten days upon request from shareholders holding more than 10% of voting rights [2] - Meeting agendas are determined by the chairman and must include relevant legal and regulatory matters [2][3] Group 3: Attendance and Voting - A quorum for board meetings requires the presence of more than half of the directors, and related directors must abstain from voting on matters where they have a conflict of interest [6][19] - Directors unable to attend must review materials in advance and may delegate their voting rights to another director under specific conditions [14][21] Group 4: Decision-Making and Record-Keeping - Decisions require a majority vote from attending directors, and any proposal not passed cannot be reconsidered within a month unless significant changes occur [23][25] - All meeting records must be kept for ten years, ensuring transparency and accountability [10][27] Group 5: Implementation of Resolutions - The board secretary is responsible for announcing resolutions in accordance with stock exchange regulations, and all attendees must maintain confidentiality regarding meeting materials [28][29]