Sinobioway Medicine(SZ:002581) Zheng Quan Zhi Xing·2025-07-30 16:36Core Points - The document outlines the rules and regulations governing the board of directors of Shandong Weiming Pharmaceutical Biological Co., Ltd, ensuring independent and effective decision-making [1][3][36] Group 1: Board Composition and Responsibilities - The board consists of 5 to 11 directors, including one employee representative, with a term of three years [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on operational plans and investment proposals [2][3] - The board has the authority to approve significant transactions, including asset purchases, sales, and external investments, with specific thresholds for approval [4][5] Group 2: Meeting Procedures - Regular board meetings must be held at least twice a year, while temporary meetings can be called under specific circumstances [11][12] - A quorum requires the presence of more than half of the directors, and decisions are made through a voting process [16][19] - Meeting records must be maintained, detailing attendees, agenda items, and voting outcomes [27][28] Group 3: Committees and Oversight - The board establishes specialized committees, including a strategic decision-making committee, audit committee, and remuneration committee, to enhance governance [3][4] - Independent directors must constitute a majority in certain committees, ensuring unbiased oversight [3][4] - The board is tasked with monitoring the implementation of its resolutions and ensuring compliance with legal and regulatory requirements [30][31]