三生国健: 三生国健药业（上海）股份有限公司董事会议事规则

General Principles - The rules aim to clarify the responsibilities and authority of the board of directors of Sangfor Technologies (Shanghai) Co., Ltd., ensuring efficient operation and scientific decision-making [1] - The board is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - The board must act within the scope defined by laws, regulations, and the company's articles of association, treating all shareholders fairly [1][3] Board Structure - The board has a secretariat responsible for daily affairs, including document management and information disclosure [2][3] - The board is supported by specialized committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategic Decision Committee [2][3] Meeting Procedures - The board holds two regular meetings annually to review annual and semi-annual performance [4] - Special meetings can be convened under specific circumstances, such as requests from the chairman or other board members [4][5] - Meeting proposals must comply with legal and regulatory requirements and be submitted in a timely manner [5][6] Notification and Attendance - Regular meetings require a 10-day notice, while special meetings require a 5-day notice, unless urgent circumstances arise [7][8] - Attendance is mandatory for directors, and they may delegate their voting rights under specific conditions [9][10] Decision-Making and Voting - Decisions require a majority vote from attending directors, with specific rules for related party transactions [11][12] - Meeting minutes must be recorded, detailing attendance, discussions, and voting outcomes [14][15] Documentation and Record Keeping - Meeting records and resolutions are maintained by the board secretary for a period of ten years [15][16] - The board may establish a special fund with shareholder approval, managed by the board secretary [56][57]