盘龙药业: 董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Shaanxi Panlong Pharmaceutical Group Co., Ltd, aiming to clarify responsibilities, ensure efficient decision-making, and protect the interests of shareholders [1][2]. Group 1: General Provisions - The board of directors is a permanent body responsible for executing shareholder resolutions and making significant operational decisions [2]. - The rules are established in accordance with the Company Law of the People's Republic of China and relevant regulations [1][2]. Group 2: Board Composition and Responsibilities - Directors must be natural persons and cannot be nominated if they fall under specific disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission [3][4]. - The board must include employee representatives, elected through democratic processes [6]. - Directors serve a term of three years and can be re-elected, with provisions for their removal only under specific circumstances [6][9]. Group 3: Duties and Obligations of Directors - Directors are required to act in the best interests of the company, avoiding conflicts of interest and ensuring transparency in their dealings [10][11]. - They must disclose any potential conflicts and adhere to strict confidentiality regarding company secrets [7][11]. - Directors are obligated to attend meetings and provide written explanations if they miss meetings [9][12]. Group 4: Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings upon request from shareholders or directors [28][29]. - Meeting notifications must include detailed agendas and relevant materials to ensure informed decision-making [30][31]. - Decisions require a majority vote from attending directors, and specific matters must receive prior approval from independent directors [66][63]. Group 5: Committees and Special Provisions - The board may establish specialized committees, such as audit and remuneration committees, to enhance governance [12][21]. - Independent directors play a crucial role in overseeing compliance and reporting any irregularities to the board [20][63]. - The chairman of the board is responsible for ensuring the effective operation of the board and compliance with these rules [42][46].