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华恒生物: 董事会议事规则(2025年9月修订)

Core Points - The document outlines the rules governing the board of directors of Anhui Huaheng Biotechnology Co., Ltd, aiming to ensure efficient operation and scientific decision-making [2][4][5] Chapter Summaries Chapter 1: General Principles - The rules are established based on the Company Law, Corporate Governance Guidelines, and the company's articles of association [2] Chapter 2: Directors - Directors must not be in situations that disqualify them from serving as per the Company Law and articles of association [2] - Directors are elected for a term of three years and can be re-elected [3] - Directors must fulfill their duties with loyalty and diligence, and failure to attend meetings may lead to replacement [3][4] - Directors can resign before their term ends, but must complete handover procedures [3][4] Chapter 3: Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and has a chairperson [4][5] - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [5][6] Chapter 4: Board Meetings - The chairperson convenes meetings, and a quorum requires the presence of more than half of the directors [11][12] - Regular meetings must occur at least twice a year, with timely notifications to all directors [12][13] Chapter 5: Voting Procedures - Each director has one vote, and decisions require a majority of present directors [41][42] - Directors must declare conflicts of interest and abstain from voting in such cases [44][45] Chapter 6: Implementation of Resolutions - Resolutions passed by the board must be executed by the general manager and monitored for compliance [51][52] Chapter 7: Independent Directors - The board includes three independent directors who have specific rights and responsibilities as per the company's regulations [50] Chapter 8: Amendments and Effectiveness - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [54][55]