瑞康医药: 董事会议事规则（二〇二五年九月）

General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Ruikang Pharmaceutical Group Co., Ltd. to enhance effective governance and scientific decision-making [2][3] - The board is accountable to the shareholders' meeting and must operate within the scope defined by the Company Law and the company's articles of association [2] Composition of the Board - The board consists of nine directors, including three independent directors and one employee representative director, with a chairman and possibly a vice-chairman [4] - Directors are elected for a term of three years and can be re-elected; the employee representative director is elected by the employees without shareholder meeting approval [4][5] Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [4][6] - Notice for regular meetings must be sent ten days in advance, while temporary meetings require three days' notice [4][5] - Shareholders holding more than 10% of voting rights or one-third of the directors can propose a temporary meeting [6] Voting and Resolutions - Each proposal requires a majority vote from the attending directors to pass, with specific rules for abstentions and conflicts of interest [8][9] - Directors must avoid voting on proposals where they have a conflict of interest, and decisions must adhere strictly to the authority granted by the shareholders' meeting [9][10] Record Keeping - The board secretary is responsible for maintaining records of meetings, including notices, minutes, and resolutions, which must be preserved for at least ten years [11][29] - Directors must sign off on meeting records and resolutions, and any dissent must be documented [11][12] Amendments and Effectiveness - The rules will be effective upon approval by the shareholders' meeting and can be amended as necessary [12][12]