祥生医疗: 无锡祥生医疗科技股份有限公司董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Wuxi Xiangsheng Medical Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][22] - The board consists of six members, including two independent directors and one chairman [2][4] - The board has established specialized committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee, with specific requirements for their composition [1][4] Board Composition and Responsibilities - The board is responsible for convening shareholder meetings, executing shareholder resolutions, and determining the company's operational plans and investment strategies [4][5] - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [5][10] - Major company matters not authorized to management require board review and, if necessary, submission to the shareholders' meeting [3][4] Meeting Procedures - Regular meetings require a 10-day notice, while temporary meetings require a 5-day notice [11][12] - In urgent situations, temporary meetings can be called with immediate notification, but explanations must be provided during the meeting [6][10] - A quorum for meetings requires the presence of more than half of the directors [14][17] Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with decisions made based on a majority of the board members present [15][22] - Directors must avoid voting on proposals where they have a conflict of interest, ensuring that decisions are made by independent directors [19][22] - The board's resolutions must be documented, and the results of votes must be communicated promptly [16][21] Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including notices, attendance, and decisions made [20][34] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [31][34] - The board meeting archives must be preserved for at least ten years [34]