海正药业: 浙江海正药业股份有限公司董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules for the board of directors of Zhejiang Haizheng Pharmaceutical Co., Ltd, aiming to standardize the decision-making process and enhance operational efficiency [1][14] - The board is responsible to the shareholders' meeting and must ensure compliance with relevant laws and regulations [1][14] Group 1: Board Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [3] - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [2] - Temporary meetings can be called under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [5] Group 2: Meeting Notifications and Attendance - Regular meeting notifications must be sent at least ten days in advance, while temporary meetings require three days' notice [3][4] - Directors are expected to attend meetings in person, and if unable, they must review materials and provide written authorization for another director to attend on their behalf [12][5] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [19][10] - The results of votes must be collected and announced promptly, with detailed records maintained [18][11] Group 4: Documentation and Record-Keeping - Meeting records must accurately reflect discussions and decisions, and all participants must sign to confirm [11][12] - The board secretary is responsible for maintaining all meeting documentation for a period of ten years [12][13]