Working rules of the nomination committee of the board of directors
(reviewed and revised at the 27th meeting of the 8th board of directors on December 14, 2021) Chapter I General Provisions
Article 1 in order to standardize the selection of leaders, optimize the composition of the board of directors and improve the corporate governance structure, the company hereby establishes the nomination committee of the board of directors and formulates these rules in accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the Yunnan Copper Co.Ltd(000878) articles of association and other relevant provisions.
Article 2 the nomination committee of the board of directors is a special working organization established by the board of directors in accordance with the resolutions of the general meeting of shareholders, which is mainly responsible for studying and making suggestions on the candidates, selection criteria and procedures of directors and managers of the company.
Chapter II personnel composition
Article 3 the nomination committee shall be composed of five directors, of which independent directors shall account for more than half.
Article 4 the members of the nomination committee shall be nominated by the chairman, more than half of the independent directors or 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.
Article 6 The term of office of the nomination committee is the same as that of the board of directors. Upon expiration of the term of office, members can be re elected. During the term of office, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and the board of directors will make up the number of members according to Articles 3 to 5 above.
Article 7 the human resources department of the company is the work support organization of the Committee. Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the nomination committee:
(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;
（2） Study the selection criteria and procedures of directors and managers, and put forward suggestions;
（3） Extensive search for qualified directors and managers;
（4） Review the candidates for directors and managers and put forward suggestions;
（5） Review and make suggestions on other senior managers to be appointed by the board of directors;
（6） Other matters authorized by the board of directors of the company.
Article 9 the nomination committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision; Without sufficient reasons and reliable evidence, the controlling shareholders shall fully respect the recommendations of the nomination committee, otherwise they cannot propose alternative directors and managers.
Chapter IV decision making procedures
Article 10 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 election conditions, selection procedures and term of office of the company’s directors and managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 11 selection procedures of directors and managers:
(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; （2） The nomination committee can widely search for directors and managers within the company, holding (participating) enterprises and the talent market;
（3） Search the job, education background, professional title, detailed work experience and all part-time jobs of the candidates, and form written materials;
（4） Solicit the nominee’s consent to the nomination, otherwise he cannot be used as a director or manager candidate;
（5） Convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and managers;
（6） One to two months before the election of new directors and the appointment of new managers, put forward suggestions and relevant materials on the candidates for directors and newly hired managers to the board of directors;
（7） Carry out other follow-up work according to the decisions and feedback of the board of directors.
Chapter V rules of procedure
Article 12 the nomination committee shall notify all members three days before the meeting, and the meeting shall be presided over by the chairman. The securities department shall be responsible for organizing and arranging the notice and liaison of the committee meeting. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
If the situation is urgent and it is necessary to convene an interim 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, and the notice time limit of the interim meeting can be exempted with the unanimous consent of all members.
Article 13 the meeting of the nomination committee shall be held only when more than two-thirds of the members are present; Each member shall have one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method at the meeting of the nomination committee is a show of hands or voting; It can be held by means of communication voting.
Article 15 the work support institution may attend the meetings of the nomination committee as nonvoting delegates, and may invite directors and other senior managers of the company to attend the meetings as nonvoting delegates when necessary.
Article 16 the chairman of the board of supervisors may attend or appoint representatives to attend the meetings of the Committee as nonvoting delegates according to the needs of supervision and inspection.
Article 17 if necessary, the nomination committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 18 the convening procedures, voting methods and plans adopted at the meeting of the nomination committee must comply with the provisions of relevant laws, regulations, the articles of association and these rules.
Article 19 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. The retention period of the records shall not be less than 10 years.
Article 20 the proposals and voting results adopted at the meeting of the nomination committee shall be reported to the board of directors of the company in writing.
Article 21 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 22 these Rules shall come into force and be implemented as of the date of adoption of the resolution of the board of directors.
Article 23 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, regulations and the 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 24 the right to interpret these rules belongs to the board of directors of the company.
