Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Working rules of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to improve the governance structure of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as the “company”), these detailed rules are formulated in accordance with the standards for the governance of listed companies, the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the board of directors of the company establishes a nomination committee, which is mainly responsible for selecting and making suggestions on the candidates, selection criteria and procedures of directors and senior managers of the company.
Chapter II personnel composition
Article 3 the nomination committee is composed of three directors, with independent directors accounting for more than 1 / 2.
Article 4 the members of the nomination committee shall be nominated by the chairman of the board of directors, more than 1 / 2 independent directors or more than 1 / 3 of all directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have one convener, who shall be an independent director; The convener shall be elected from among the members and shall be elected after being submitted to the board of directors for approval.
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 committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the Securities Investment Department of the company is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 8 the 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;
(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 senior managers;
(IV) review and make suggestions on candidates for directors and senior managers;
(V) other matters authorized by the board of directors.
Article 9 the nomination committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision; Without sufficient reasons or reliable evidence, the controlling shareholders shall fully respect the recommendations of the nomination committee, otherwise they cannot propose alternative directors and senior managers.
Chapter IV decision making procedures
Article 10 the nomination committee shall study the election conditions, selection procedures and term of office of the company’s directors and senior managers in accordance with relevant laws and regulations and the provisions of the articles of association, the materials provided by the securities investment department and the human resources department, and in combination with the actual situation of the company, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 11 selection procedures of directors and senior managers:
(I) the nomination committee shall actively communicate with relevant departments of the company to study the company’s demand for new directors and senior managers;
(II) the nomination committee can widely search for directors and senior management candidates 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 primary candidates and form written materials;
(IV) seek 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 directors and senior managers;
(VI) before Electing new directors and appointing new senior managers, put forward suggestions and relevant materials on candidates for directors and newly appointed senior managers to the board of directors;
(VII) 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 hold a meeting at least once a year and notify all members three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust other members to preside over the meeting.
Article 13 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 14 the voting method of the nomination committee meeting is show of hands or voting; If necessary, the meeting can be held by means of communication voting.
Article 15 the nomination committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 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 17 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee must comply with the provisions of relevant laws and regulations, the articles of association and these rules.
Article 18 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 for a period of not less than 10 years during the existence of the company. Article 19 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 20 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 21 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 22 the right to interpret these rules belongs to the board of directors of the company.
Article 23 the detailed rules shall come into force from the date of deliberation and approval by the board of directors of the company, and the same shall apply when amending.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) board of directors
March 2022
