Fujian Haixi Pharmaceuticals Co., Ltd. (HAIXI PHARMA) has published the “Rules of Procedure for Meeting of the Board of Directors”, a comprehensive governance document intended to standardise decision-making and enhance oversight across the company’s operations. Key points are as follows:
1. Board Structure • The board will comprise nine directors, with no fewer than three—and not less than one-third—serving as independent non-executive directors. • At least one independent director must possess recognised accounting or financial management expertise. • Directors serve three-year terms and may stand for re-election. • A chairman (and, if required, a vice-chairman) is elected by a simple majority of all directors for a three-year term.
2. Core Responsibilities The board is designated as the company’s permanent decision-making body, reporting directly to the shareholders’ meeting. Its mandate includes: • Formulating mid- to long-term strategic plans, annual business targets, investment and financing schemes, and profit-distribution proposals. • Approving major transactions such as external investments, asset disposals, mergers, divisions, or changes in corporate form within shareholder-approved limits. • Appointing or removing the general manager, deputy managers, financial controller, board secretary and other senior executives, while approving their remuneration packages. • Overseeing environmental, social and governance (ESG) matters and ensuring compliance with listing-rule requirements.
3. Meeting Protocols • A minimum of two regular board meetings will be held annually; additional extraordinary meetings can be convened under prescribed conditions (e.g., at the request of shareholders holding at least 10 % voting rights or one-third of directors). • Notices for regular meetings must be distributed 14 days in advance, while extraordinary meetings require five days’ notice. In emergencies, the notice period may be shortened with proper disclosure. • Meetings may be conducted in person, via video or teleconference, or by correspondence, provided directors can engage fully. A quorum requires more than half of all directors.
4. Voting and Recusal Rules • Resolutions generally pass with a simple majority of all directors; certain statutory matters may require higher thresholds. • Directors must abstain from voting on matters where a connected interest exists, with affected proposals requiring approval from at least three disinterested directors. • The chairman holds a casting vote in the event of a tie.
5. Transparency and Record-Keeping • Detailed minutes—including attendance, agenda items, key discussion points and voting outcomes—must be signed by participating directors and retained for a minimum of ten years. • Directors bear liability for resolutions that breach laws or the Articles of Association unless they have formally recorded dissent.
6. Implementation and Oversight • The chairman is tasked with monitoring execution of board resolutions and reporting progress at subsequent meetings. • The rules take effect upon shareholder approval, with provisions linked to listed-company standards becoming operative upon the company’s planned overseas listing on The Stock Exchange of Hong Kong Limited.
By codifying these procedures, HAIXI PHARMA aims to bolster its governance practices, ensure regulatory compliance, and facilitate more transparent and efficient board operations ahead of its anticipated Hong Kong listing in May 2026.
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