Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Rules of procedure of the nomination committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”), optimize the composition of the board of directors and management, and improve the corporate governance structure, the company formulates these rules of procedure in accordance with relevant national laws, regulations, normative documents and the relevant provisions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the nomination committee is a special working body established by the board of directors in accordance with the articles of association, 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 five directors, including three independent directors. Article 4 the members of the nomination committee shall be nominated by the chairman of the board of directors, 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; The chairman shall be elected from among the members and reported 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.
Chapter III responsibilities and authorities
Article 7 the main responsibilities and authorities of the nomination committee:
（1） 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 senior managers, and put forward suggestions to the board of directors;
（3） Selecting qualified candidates for directors and senior managers;
（4） Review and make suggestions on candidates for directors and senior managers;
（5） Review and make suggestions on other senior managers who must be proposed to the board of directors for appointment;
（6） Other matters authorized by the board of directors.
Article 8 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.
Chapter IV decision making procedures
Article 9 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 candidates for directors and senior managers of the company, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 10 selection procedures of directors and senior managers:
（1） The nomination committee shall actively communicate with relevant departments of the company, study the company’s needs for new directors and senior managers, and form written materials;
（2） The nomination committee can widely search for candidates for directors and managers within the company, holding (participating) enterprises and the talent market;
（3） Collect the occupation, 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 selected as a director or manager;
（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 senior managers, put forward suggestions and relevant materials on candidates for directors and new senior 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 11 the nomination committee shall be convened at any time as required, and all members shall be notified 2 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 (independent director) to preside over the meeting.
When it is necessary to hold an interim meeting due to an emergency, the notice of the meeting may not be subject to the restrictions of the preceding paragraph on the premise of ensuring the presence of more than two-thirds of the members of the nomination committee.
Article 12 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.
Any member of the nomination committee who has an interest in the matters discussed at the meeting shall withdraw in advance. If effective deliberation opinions cannot be formed due to the avoidance of members, relevant matters shall be directly deliberated by the board of directors.
Article 13 the voting method of the nomination committee meeting is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 14 the nomination committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 15 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 16 the convening procedures, voting methods and proposals 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 17 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.
Article 18 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 19 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 20 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 21 these rules of procedure shall be formulated, revised and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company. The original rules of procedure of the nomination committee of the board of directors of Lanzhou minbai (Group) Co., Ltd. shall be repealed simultaneously.
