Yifan Pharmaceutical Co.Ltd(002019) Yifan Pharmaceutical Co., Ltd. rules of procedure of the nomination committee
(revised in April 2002)
catalogue
Chapter I General Provisions three
Chapter II personnel composition Chapter III responsibilities and authorities Chapter IV convening and notification of the meeting Chapter V discussion and voting procedures of the meeting 5 Chapter VI Supplementary Provisions seven
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), optimize the composition of the board of directors and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the standards for corporate governance of listed companies According to the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company hereby establishes the nomination committee of the board of directors (hereinafter referred to as the “Nomination Committee” or “committee”) and formulates these rules of procedure.
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 proposal of the general meeting of shareholders. It is mainly responsible for selecting and making suggestions on the directors and President of the company in accordance with the selection standards and procedures of the directors and senior managers of the company, and reviewing and making suggestions on the candidates for the Secretary of the board of directors nominated by the chairman and other senior managers nominated by the president.
Article 3 the term “senior managers” as mentioned in these rules of procedure refers to the president, vice president, Secretary of the board of directors, chief financial officer and other senior managers appointed by the board of directors.
Chapter II personnel composition
Article 4 the nomination committee shall be composed of three directors, of which independent directors shall account for the majority.
Article 5 members of the nomination committee shall be elected by the board of directors and elected by more than half of all directors. Article 6 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 (convener) shall be directly elected by the board of directors from among the members.
Article 7 the provisions of the company law and the articles of association on the qualifications and obligations of directors are applicable to the members of the nomination committee.
Article 8 The term of office of the nomination committee is the same as that of the board of directors. Upon expiration of their term of office, members may be re elected. Before the expiration of the term of office of the members of the nomination committee, they shall not be dismissed without reason unless they are prohibited from holding office as stipulated in the company law and the articles of association. 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 company will make up the number of members in accordance with Articles 4 to 6 above.
Article 9 the nomination committee shall set up a working group (which may be located in the Secretariat of the board of directors) to be responsible for daily work liaison and meeting organization.
Article 10 the company shall disclose the personnel of the committee, including the composition, professional background and personnel changes.
Chapter III responsibilities and authorities
Article 11 the main functions and powers 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;
(III) selecting qualified candidates for directors and senior managers;
(IV) review and make suggestions on the candidates for directors, senior management, chief audit officer and securities affairs representative;
(V) other matters authorized by the board of directors.
Article 12 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. Article 13 when the nomination committee performs its duties, the relevant departments of the company shall cooperate. If necessary, the nomination committee can hire professional institutions to provide professional opinions, and the relevant expenses shall be borne by the company.
Chapter IV convening and notification of meetings
Article 14 the nomination committee is divided into regular meetings and interim meetings.
The nomination committee shall hold at least one regular meeting within four months after the end of each fiscal year. The chairman of the nomination committee of the company or two or more (including two) members jointly may request to convene an interim meeting of the nomination committee.
Article 15 the meeting of the nomination committee can be held in the form of on-site meeting or off-site meeting such as fax, video, videophone and telephone.
Article 16 the meeting of the nomination committee shall be convened and presided over by the chairman of the Committee. When the chairman of the committee is unable or unable to perform his duties, he shall appoint another member to exercise his functions and powers on his behalf; When the chairman of the Committee neither performs his duties nor designates other members to perform his duties, any member can report the relevant situation to the board of directors of the company, and the board of directors of the company designates a member to perform the duties of the chairman of the nomination committee.
Article 17 the nomination committee shall issue a notice of the regular meeting 5 days before the meeting, and the interim meeting shall issue a notice of the meeting 3 days before the meeting.
In case of emergency, if the nomination committee needs to make a resolution immediately, the convening of an interim meeting of the Committee for the benefit of the company may not be limited by the relevant notice method and time limit, but the convener shall make an explanation at the meeting. A meeting of the committee may be convened upon the proposal of more than half of the members.
Article 18 the notice of the nomination committee 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 19 the meeting of the nomination committee may be notified by means of personal delivery, fax, the company’s ERP office system, e-mail, telephone, etc.
If no written objection is received within 2 days from the date of sending the notice by telephone, e-mail and other quick notification methods, the notified person shall be deemed to have received the meeting notice.
Chapter V proceedings and voting procedures of the meeting
Article 20 the nomination committee shall be held only when more than two-thirds (including two-thirds) of the members are present.
Directors of the company may attend or attend the meeting of the nomination committee as nonvoting delegates, and non member directors have no voting right on the proposal of the meeting.
Article 21 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 a member of the nomination committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting.
The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
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 of the nomination committee fails to attend the meeting for two consecutive times, he shall be deemed unable to properly perform his functions and powers. The board of directors of the company may remove its members.
Article 22 If the Nomination 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.
Article 23 the office of the nomination committee shall be responsible for the preliminary preparations for the decision-making of the nomination committee and provide the relevant materials required by the Committee.
Article 24 the nomination committee shall, in accordance with the provisions of 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 senior managers, form a backup resolution and submit it to the board of directors for approval.
(I) the nomination committee shall actively communicate with relevant departments of the company, study the needs of the company for new directors and senior managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and senior managers within the company, holding (participating) enterprises and talent exchange market;
(III) collect the occupation, educational background, professional title, detailed work experience and all professional titles 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 conduct qualification examination 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.
Article 25 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner; Members shall be responsible for their individual voting.
Article 26 the meeting shall vote by open ballot. On the premise of ensuring that members can fully express their opinions, the meeting can be conducted by fax, telephone and other communication methods, and resolutions can be made by mail, fax and other means, which shall be signed by the members participating in the meeting. If communication is adopted, the members of the committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution. Each member shall have one vote. Resolutions made at the meeting shall be valid only with the consent of more than half of all members (including those who did not attend the meeting).
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 27 members’ voting intentions are divided into affirmative, negative and abstention. The members attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the convener of the meeting shall require the relevant members to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. If a member votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 28 the meeting of the nomination committee shall be recorded in writing, and the members attending the on-site meeting and the recorder of the meeting shall sign the minutes. Members present at the meeting shall have the right to request that explanatory records be made on the minutes of their speeches at the meeting.
The minutes of the nomination committee meeting shall be kept by the Secretariat of the board of directors as the company’s archives for 10 years.
Article 29 the minutes of the nomination committee 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) voting method and result of each resolution or proposal (the voting result shall indicate the number of votes in favor, against or abstaining);
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 30 the annual work report of the board of directors of the company shall disclose the work contents of the nomination committee in the past year, including the convening of meetings and resolutions.
Article 31 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 VI supplementary provisions
Article 32 these rules of procedure shall be implemented from the date of deliberation and approval by the board of directors, and the rules of procedure of the nomination committee of the board of directors previously formulated by the company shall be repealed at the same time.
Article 33 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 prevail.
Article 34 the right to interpret these rules of procedure belongs to the board of directors of the company.
