亿帆医药: 董事会议事规则(2025年8月修订)

Core Points - The document outlines the rules governing the board of directors of Yifan Pharmaceutical Co., Ltd, aiming to enhance corporate governance and protect the rights of shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to standardize the board's behavior, improve governance structure, and ensure efficient decision-making [1] - The board is responsible for executing the resolutions of the shareholders' meeting and must comply with relevant laws and the company's articles of association [1][2] Chapter 2: Powers of the Board - The board consists of 6 directors, including 2 independent directors and 1 employee representative [2] - The board has the authority to convene shareholder meetings, execute resolutions, decide on business plans, and manage financial matters [2][3] Chapter 3: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy [6][7] - Directors have a duty to act in the best interests of the company and avoid conflicts of interest [11] Chapter 4: Board Meetings - Board meetings can be regular or temporary, with at least two meetings held annually [12] - Meetings must be notified to all directors in advance, and a quorum requires the presence of more than half of the directors [14] Chapter 5: Voting and Resolutions - Resolutions require a majority vote from all directors present, and directors with conflicts of interest must abstain from voting [24][25] - The results of the voting must be documented and disclosed [26] Chapter 6: Meeting Records - Detailed records of board meetings must be maintained, including attendance and decisions made [28][29] Chapter 7: Supplementary Provisions - These rules serve as a supplement to the company's articles of association and must comply with national laws [31][32]