佰仁医疗: 佰仁医疗董事会议事规则(2025年8月)

Core Points - The document outlines the rules and procedures for the board of directors of Beijing Bairen Medical Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance the effectiveness of the board [1][11] Group 1: Board Meeting Structure - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [3] - The board secretary is responsible for handling daily affairs and maintaining the board's seal [2] - A temporary meeting must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [5] Group 2: Meeting Procedures - Meeting notifications must be sent 10 days prior for regular meetings and 5 days for temporary meetings, with various acceptable notification methods [8] - The meeting must have a quorum of more than half of the directors present to proceed [3] - Directors are expected to attend in person, but if unable, they must review materials and provide written opinions [12] Group 3: Voting and Decision-Making - Each proposal requires a majority vote from the directors present to be approved, with specific rules for abstentions and conflicts of interest [19][20] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [8] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association [21] Group 4: Documentation and Record-Keeping - The board secretary is responsible for recording meeting minutes, which must include details such as attendees, agenda, and voting results [26] - Meeting records and resolutions must be signed by the attending directors, and any dissenting opinions should be documented [10] - All meeting documentation must be preserved for at least ten years [31]