TMSP(SH:600671) Zheng Quan Zhi Xing·2025-08-27 10:06General Principles - The rules aim to standardize the decision-making process and enhance the operational efficiency of the board of directors of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. [1] - The board consists of 9 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [1][2]. Board Authority and Responsibilities - The board is responsible for convening shareholder meetings, reporting to shareholders, executing resolutions, and making key decisions regarding the company's operations and investments [2][3]. - The chairman has specific powers, including presiding over meetings, signing important documents, and making emergency decisions in extraordinary circumstances [3]. Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4][5]. - A temporary meeting must be convened under certain conditions, such as a request from shareholders holding over 10% of voting rights or a proposal from one-third of the directors [4][5]. Voting and Decision-Making - Decisions require a majority of the board members to be present, and proposals must be clearly stated in the meeting notice [10][12]. - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [20][22]. Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and should be signed by the directors [30][31]. - The board secretary is responsible for managing meeting archives, which must be kept for at least 10 years [36][41].