Core Points - The document outlines the rules for the board of directors of Shanghai Tianchen Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2] - It specifies the structure and responsibilities of the board office, including the role of the board secretary [2][3] - The rules detail the procedures for regular and temporary meetings, including proposal submission and meeting notifications [4][5][6] Group 1: Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [4] - Temporary meetings can be called under specific circumstances, such as shareholder proposals or requests from the board chairman [5][6] - Proposals for meetings must be submitted in writing and include specific details such as the proposer’s contact information [6][7] Group 2: Meeting Notifications - Notifications for regular meetings must be sent ten days in advance, while temporary meetings require five days' notice [8][9] - Changes to meeting details must be communicated at least three days prior to the meeting [10] - The board must ensure that all directors receive adequate materials before the meeting [9][10] Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors [11] - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [9][12] - Decisions require a majority vote unless specified otherwise by law or company regulations [10][11] Group 4: Documentation and Record-Keeping - Meetings must be recorded, and minutes should accurately reflect discussions and decisions made [12][13] - All meeting records must be preserved for at least ten years [14] - The board secretary is responsible for maintaining all documentation related to board meetings [14]

Core Points - The article outlines the rules and regulations governing the board of directors of Dize (Jiangsu) Pharmaceutical Co., Ltd, ensuring efficient decision-making and compliance with relevant laws [2][30]. Group 1: General Provisions - The board of directors is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [2][3]. - The rules are established based on the Company Law, Securities Law, and the company's articles of association [2]. Group 2: Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings required annually [6][7]. - Notifications for regular meetings must be sent at least 10 days in advance, while temporary meetings require a 5-day notice unless urgent [3][5]. - A temporary meeting must be convened under specific circumstances, such as a request from shareholders holding more than 10% of voting rights [4][6]. Group 3: Proposals and Voting - Proposals for board meetings must comply with legal and regulatory requirements and be within the board's authority [16][17]. - The chairman is responsible for drafting proposals after consulting with directors and management [17][18]. - Voting is conducted by a show of hands or written ballots, with each director having one vote [22][23]. Group 4: Meeting Records and Resolutions - Meeting records must include details such as the date, attendees, agenda, and voting results [27][28]. - Resolutions require a majority vote from attending directors, with specific conditions for certain decisions [24][25]. - The board secretary is responsible for maintaining meeting archives for at least 10 years [28].