Henan Liliang Diamond Co.Ltd(301071)
Rules of procedure of the nomination committee
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), optimize the composition of the board of directors and improve the corporate governance structure of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the governance standards of listed companies The company has set up a nomination committee of the board of directors (hereinafter referred to as the “Nomination Committee”) and formulated these working rules in accordance with the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”), the rules of procedure of the Henan Liliang Diamond Co.Ltd(301071) board of directors and other relevant provisions.
Article 2 the nomination committee is a special working body established by the board of directors, which is mainly responsible for selecting and making suggestions on the candidates, selection criteria and procedures of the company’s directors and general managers, and reviewing and making suggestions on the candidates of deputy general managers, financial principals and other senior managers nominated by the general manager and the Secretary of the board nominated by the chairman.
Chapter II personnel composition
Article 3 the nomination committee is composed of three directors, including more than two independent directors. Article 4 the members of the nomination committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and shall be elected with the approval of the board of directors.
Article 6 The term of office of the nomination committee is the same as that of the board of directors. When the term of office expires, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Chapter III responsibilities and authorities
Will be responsible.
Article 8 the nomination committee mainly exercises the following functions and powers:
(I) put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business activities, asset scale and equity structure;
(II) study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors; (III) extensively search for qualified directors and managers;
(IV) review the candidates for directors and general manager and put forward suggestions;
(V) review and make suggestions on other senior managers who must be proposed to the board of directors for appointment;
(VI) other matters authorized by the board of directors.
Article 9 the nomination committee shall be responsible to the board of directors. The controlling shareholders shall fully respect the recommendations of the nomination committee and shall not propose alternative directors and general managers without sufficient reasons. Before determining the general manager, the Secretary of the board of directors and the general manager, and before determining the candidates recommended by the deputy general manager, the person in charge of Finance and other senior managers, the chairman of the board of directors shall also fully respect the different opinions of the nomination committee, timely adjust the candidates or effectively communicate with the members of the nomination committee, and then submit them to the board of directors for deliberation.
Article 10 the nomination committee shall exercise its functions and powers in accordance with the relevant provisions of the company law, the articles of association and these detailed rules, and shall not damage the interests of the company and shareholders.
Article 11 when the nomination committee performs its duties, the relevant departments of the company shall cooperate, and the necessary expenses shall be borne by the company.
Chapter IV decision making procedures
Article 12 the nomination committee shall, in accordance with the provisions of relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, study the employment conditions, selection procedures and term of office of the company’s directors, general managers and other senior managers, form a backup resolution and submit it to the board of directors for approval.
Article 13 working procedures of the nomination committee:
(I) the nomination committee shall actively communicate with relevant departments of the company, study the company’s demand for new directors and managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and managers within the company, holding (participating) enterprises and the talent market;
(III) collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the candidates and form written materials;
(IV) obtain the nominee’s consent to the nomination, otherwise they cannot be selected as directors and senior managers;
(V) convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of the directors and the general manager;
(VI) one to two months before the election of a new director and the appointment of a new general manager, put forward suggestions and relevant materials to the board of directors on candidates for directors and new managers;
(VII) carry out other follow-up work according to the decisions and feedback of the board of directors.
Article 14 the nomination committee shall examine and make suggestions on the candidates proposed by the chairman and the general manager in accordance with the provisions of relevant laws and regulations and the articles of association and in combination with the actual situation of the company, form a backup resolution and submit it to the chairman The general manager shall determine the candidates and submit them to the meeting of the board of directors for deliberation.
Chapter V rules of procedure
Article 15 the meeting of the nomination committee shall be notified to all members three days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
If the situation is urgent and it is necessary to convene the nomination committee meeting as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
After the notice of the nomination committee meeting is issued, if it is necessary to change the time and place of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all the members of the nomination committee attending the meeting in advance and make corresponding records.
Article 16 the nomination committee shall be held only when more than two-thirds of the members are present. The directors of the company may attend the meeting of the nomination committee as nonvoting delegates, but the non member directors have no voting right on the proposal of the meeting.
Article 17 the meeting of the nomination committee can be held on site or by communication, and the voting method is show of hands or written voting.
Article 18 members of the nomination committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf. A member of the nomination committee can only entrust one other member to exercise the voting right on his behalf at a time. If two or more members are entrusted to exercise the voting right on his behalf, the entrustment is invalid.
Article 19 the resolution made by the nomination committee shall be valid only after it is approved by more than half of all members (including those who did not attend the meeting). Each member of the nomination committee shall have one vote.
Article 20 if the Committee deems it necessary, it may convene other personnel related to the proposal of the meeting to attend the meeting, introduce the situation or express opinions as nonvoting delegates, but non members of the nomination committee have no right to vote on the proposal.
The nomination committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 21 the chairman of the meeting shall make statistics on the voting results of each proposal and publish them on the spot, and the meeting recorder shall record the voting results.
Article 22 the meeting of the nomination committee shall be recorded by the Secretary of the board of directors.
Chapter VI meeting resolutions and minutes
Article 23 after each proposal obtains the required number of valid votes, it shall be announced by the chairman of the meeting to form a resolution of the nomination committee. The resolution of the nomination committee shall come into force after being signed by the members attending the meeting. The effective resolution of the nomination committee shall not be modified or changed in accordance with the legal procedures stipulated in laws, regulations, the articles of association and these rules.
Article 24 the members of the nomination committee or the Secretary of the board of directors shall, within three days of the effectiveness of the resolution of the meeting, notify the board of directors of the relevant information of the resolution of the meeting.
Article 25 the written documents of the resolutions of the nomination committee shall be kept by the Secretary of the board of directors as the company’s archives. Article 26 the resolutions made by the nomination committee must comply with the articles of association, these rules and other relevant laws and regulations; If the contents of the nomination committee’s resolution violate the articles of association, these working rules or other relevant laws and regulations, the resolution is invalid; If the decision-making procedure of the nomination committee violates the provisions of the articles of association, these working rules or other relevant laws and regulations, the relevant interested parties may propose to the board of directors of the company to revoke the resolution within 60 days from the date of making the resolution.
Article 27 during the implementation of the resolution of the nomination committee, the chairman of the nomination committee or other members designated by him shall conduct follow-up inspection on the implementation of the resolution. If any matter in violation of the resolution is found in the inspection, he may require and urge relevant personnel to correct it. If relevant personnel do not adopt opinions, The chairman of the nomination committee or its designated members shall report the relevant situation to the board of directors of the company, which shall be responsible for handling it. Article 28 the meeting of the nomination committee shall have written records, which shall be signed by the members attending the meeting and the recorder. Members present at the meeting shall have the right to request an explanatory record of their speeches at the meeting on the record.
The minutes of the nomination committee meeting shall be kept by the Secretary of the board of directors as the company’s archives.
Article 29 members of the nomination committee shall be obliged to keep confidential the relevant information of the company they have learned before such information is made public.
Chapter VII supplementary provisions
Article 30 these working rules shall come into force from the date of deliberation and adoption by the board of directors of the company.
Article 31 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws and regulations and the revised articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 32 the board of directors of the company shall be responsible for the interpretation of these rules.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
