Guanglian Aviation Industry Co.Ltd(300900)
Rules of procedure of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the nomination procedures of directors, general managers and other senior managers, and select qualified directors, general managers and other senior managers (hereinafter referred to as senior managers) for the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) These rules are formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, rules, normative documents such as the standards for the governance of listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission) and the relevant provisions of the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the nomination committee is a special committee under the board of directors and is responsible to the board of directors.
Article 3 the nomination committee is responsible for studying the selection criteria and procedures of directors and senior executives and making suggestions; Select qualified directors and senior executives; Review and make recommendations on candidates for directors and senior executives.
Article 4 the term “Directors” as mentioned in these Rules refers to the chairman and directors who receive remuneration in the company, and the term “senior executives” as mentioned in these Rules refers to the general manager, the person in charge of Finance and the Secretary of the board of directors appointed by the board of directors.
Chapter II members of the nomination committee
Article 5 the nomination committee is composed of three directors of the company, of which independent directors shall account for the majority.
Article 6 the members of the nomination committee shall be nominated by the chairman and elected by more than half of the board of directors. The committee shall have a convener, who shall be an independent director nominated by the chairman and elected by the board of directors, who shall be responsible for presiding over the work of the Committee.
Article 7 members of the nomination committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior officer of the company as stipulated in the company law or the articles of Association;
(II) in the last three years, there has been no public condemnation by the stock exchange or criticism in more than three circulars or public recognition as inappropriate candidates, and the time limit has not expired;
(III) there has been no administrative penalty imposed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the past three years;
(IV) there is no situation where the CSRC has taken measures to prohibit the entry into the securities market that may not serve as directors, supervisors and senior executives of listed companies, and the term has not expired;
(V) the case has not been filed by the judicial organ of the people’s Republic of China for suspected violation of the law, or the investigation conclusion has not been made clear by the judicial organ of the people’s Republic of China;
(VI) there is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court;
(VII) have good moral conduct and professional knowledge or working background related to human resource management, enterprise management, finance, law, etc;
(VIII) meet other conditions specified in relevant laws, regulations or the articles of association.
Article 8 a person who does not meet the conditions for holding a post specified in the preceding Article shall not be elected as a member of the nomination committee.
If a member of the nomination committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
Article 9 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. In order to make the composition of the nomination committee meet the requirements of these rules, the board of directors shall make up the number of members in time in accordance with these rules. Before the board of directors makes up the number of members in time according to these rules, the original members still perform relevant functions and powers according to the working system. Article 10 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the nomination committee.
Chapter III responsibilities and authorities
Article 11 the main responsibilities and authorities of the nomination committee are as follows:
(I) regularly review the structure, number and composition of the board of directors (including skills, knowledge and experience), and make suggestions to the board of directors on any proposed changes;
(II) evaluate the independence of independent directors;
(III) formulate the selection criteria and procedures for directors and senior executives, and put forward suggestions to the board of directors;
(IV) widely search for qualified candidates for directors and senior executives; Review the candidates for directors and senior executives and put forward suggestions;
(V) review the candidates of directors and senior managers, review and put forward suggestions;
(VI) nominate candidates for members of the special committees under the board of directors (except members of the nomination committee and conveners of professional committees);
(VII) draw up training plans for senior executives and key reserve talents;
(VIII) other matters authorized by the board of directors.
Article 12 the nomination committee shall be given sufficient resources to exercise its functions and powers. The nomination committee has the right to require the board of directors and senior executives of the company to provide full support for the work of the nomination committee and answer its questions as soon as possible. Senior management shall support the work of the nomination committee and provide the nomination committee with the information necessary to perform its duties in a timely manner.
Article 13 the main responsibilities and authorities of the convener of the nomination committee are as follows:
(I) convene and preside over the meetings of the Nomination Committee;
(II) supervise and inspect the implementation of the resolutions of the nomination committee meeting;
(III) sign important documents of the Nomination Committee;
(IV) report to the board of directors of the company on a regular basis or in accordance with the work arrangement of the board of directors;
(V) other functions and powers authorized by the board of directors.
Chapter IV Rules of procedure
Article 14 the meeting of the nomination committee shall be notified to all members five days before the meeting is held; An interim meeting may be convened upon the proposal of more than half of the members or the convener, and all members shall be notified three days before the meeting. Article 15 the meeting of the nomination committee shall be presided over by the convener. If the convener is unable to attend, he may entrust another independent director member to preside over the meeting.
Article 16 the notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) date of meeting notice.
Article 17 the meeting of the nomination committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
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.
If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 19 the power of attorney shall be signed by the principal and the principal, and shall at least include the following contents: (I) the name of the principal;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 20 If a member of the nomination committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 21 the voting method of the nomination committee meeting is a show of hands or voting.
Article 22 the meeting of the nomination committee may be held in the form of on-site meeting and communication meeting. Communication meetings include teleconference, video conference and written proposal meeting.
Article 23 when the meeting of the nomination committee is held in the form of written proposal, the written proposal shall be sent to all members by fax, express mail or personal delivery. After the members vote on the proposal, the original shall be sent back to the company for filing. If the number of members who sign and agree meets the number specified in these rules, the proposal will become a resolution of the Committee.
Article 24 the nomination committee may hold a meeting and invite other directors, supervisors and senior executives of the company to attend the meeting as nonvoting delegates when necessary. If necessary, 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 25 the meeting of the nomination committee shall have minutes, and after the meeting, the minutes and resolutions of the meeting shall be formed and submitted to the board of directors (unless they cannot be submitted due to legal or regulatory restrictions). All members attending the meeting shall sign the minutes and resolutions of the meeting. If the members present at the meeting disagree with the resolution of the meeting, it shall be indicated in the meeting minutes or meeting minutes. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. During the existence of the company, the retention period shall not be less than 10 years.
Article 26 the minutes of the meeting shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the voting method of each resolution or proposal and the voting results indicating the number of votes for, against or abstaining;
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 27 the members of the nomination committee or the Secretary of the board of directors of the company shall notify the board of directors of the proposals and voting results adopted at the meeting of the nomination committee no later than the next day after the resolution of the meeting takes effect (unless such notification cannot be made due to legal or regulatory restrictions).
Article 28 the persons who attend the meeting shall not disclose the relevant information without authorization.
Chapter V avoidance of voting
Article 29 in order to ensure that the nomination committee performs its functions and powers fairly and impartially, when the Nomination Committee deliberates matters related to the selection of directors and senior executives, if a member is under any of the following circumstances, he shall be deemed to have an interest, and he shall disclose it to the nomination committee in advance and avoid voting on relevant proposals:
(I) the member is proposed to be nominated;
(II) the next of kin of a member is recommended to be nominated;
(III) other circumstances that may affect the members’ objective and fair judgment.
Chapter VI supplementary provisions
Article 30 Unless otherwise specified, “above” in these rules includes this number.
Article 31 unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 32 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of 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 prevail.
Article 33 These Rules shall come into force from the date of deliberation and adoption by the board of directors.
Article 34 The board of directors of the company shall be responsible for the interpretation of these rules.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
