Zheng Quan Zhi Xing·2025-08-15 16:35Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd, emphasizing the importance of clear governance structures, responsibilities, and the qualifications required for directors to ensure effective decision-making and compliance with legal standards [1]. Chapter Summaries Chapter 1: General Principles - The rules are established to clarify the powers of the board, standardize internal operations, and enhance decision-making efficiency [1]. Chapter 2: Directors - Directors must be natural persons and are not required to hold shares in the company [2]. - Certain disqualifications for directors include lack of civil capacity, criminal convictions related to financial misconduct, and being a debtor listed as untrustworthy [2][3]. - Directors are elected for a term of three years, with the possibility of re-election [3][4]. - Directors must sign an employment contract detailing their rights and obligations [4][5]. - Directors have specific rights, including attending meetings and voting [5]. - Directors must adhere to fiduciary duties, including not misappropriating company assets or engaging in conflicts of interest [5][6]. Chapter 3: Independent Directors - Independent directors must not hold other positions within the company and should not have conflicts of interest with major shareholders [12]. - The number of independent directors must constitute at least one-third of the board [12]. - Independent directors are responsible for protecting the interests of minority shareholders and must provide independent opinions on significant transactions [12][15]. Chapter 4: Board Composition and Responsibilities - The board consists of ten non-employee directors and one employee director, including four independent directors [22]. - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [22][23]. - The board has the authority to approve significant financial transactions and investments, subject to certain thresholds [24][25]. Chapter 5: Chairman and Vice Chairman - The chairman and vice chairman are elected by the board and serve a term of three years [50]. - The election process requires a majority vote from the board members [51].