Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the nomination committee of the board of directors”
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the nomination committee of the board of directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to standardize the appointment mechanism of directors and senior managers of the company, optimize the composition of the board of directors and improve the corporate governance structure, the nomination committee of the board of directors is hereby established and these rules are formulated in accordance with the company law of the people’s Republic of China, the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) and other relevant laws and regulations.
Article 2 the nomination committee of the board of directors is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for making suggestions on the candidates, conditions, standards and selection procedures of directors and senior managers of the company.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of three directors, of which independent directors account for the majority.
Article 4 the members of the nomination committee shall be nominated by the chairman of the board, more than half of the independent directors or more than one-third of all directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a chairman, 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.
Article 7 when the number of members of the committee is less than two-thirds of the required number, the board of directors of the company shall timely add new members. When the number of members of the committee is less than two-thirds of the specified number, the committee shall suspend the exercise of its functions and powers specified in these rules.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the nomination committee:
(I) study the selection criteria and procedures of directors and senior managers and put forward suggestions;
(II) selecting qualified candidates for directors and senior managers;
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the nomination committee of the board of directors”
(III) review the candidates for directors and senior managers and put forward suggestions.
(IV) 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.
Chapter IV decision making procedures
Article 10 the nomination committee shall, in accordance with 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 senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it accordingly.
Article 11 selection procedures of directors and senior managers:
(I) the nomination committee shall actively communicate with relevant departments of the company, study the company’s needs for directors and senior managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and senior managers in the company, wholly-owned subsidiaries, holding (joint-stock) companies, talent market and other channels;
(III) collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the 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) one to two months before the election of new directors and the appointment of new senior managers, put forward suggestions and relevant materials to the board of directors on candidates for directors and new senior managers;
(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 five days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members to preside over the meeting.
Article 13 the meeting notice can be sent in written forms such as personal service, fax, express mail or e-mail. The meeting notice shall at least include the meeting time, place, convening method, topics to be discussed at the meeting, meeting contact person and contact information, and the sending date of the meeting notice. If the time is urgent, it can be notified by telephone. In this case, the meeting notice shall at least include the time, place, convening method, topics to be discussed at the meeting, as well as the description of the urgent need to convene the meeting as soon as possible, and send a written notice afterwards.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the nomination committee of the board of directors”
Article 14 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 15 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. A member can only entrust one other member to exercise the voting right on his behalf at a time. If two or more members are entrusted to exercise the voting right on his behalf, the entrustment is invalid.
Article 16 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 the premise of the meeting.
Article 17 the power of attorney shall at least include the following contents:
(I) name of the client;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (consent, objection, 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.
The power of attorney shall be signed by the principal and the principal.
Article 18 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 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 may remove its members from office.
Article 19 the meeting of the nomination committee may take the form of on-site meeting or off-site meeting.
Unless otherwise specified in the articles of association or these rules, on the premise of ensuring the full expression of opinions of the members, the committee may make a resolution by means of communication voting, which shall be signed by the members participating in the meeting.
Article 20 the voting method at the meeting of the nomination committee is a show of hands or voting. If communication voting 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.
Article 21 the nomination committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 22 the nomination committee may, when necessary, hire an intermediary institution to provide professional advice for its decision-making
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of the nomination committee of the board of directors”
See, the cost is paid by the company.
Article 23 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 24 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 25 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 26 the minutes of the nomination committee meeting shall at least include the following contents: the date and place of the meeting and the name of the convener; The names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated; Agenda of the meeting; Key points of members’ speeches; Voting methods and results of each resolution or proposal; Other matters that should be explained and recorded in the minutes of the meeting.
Article 27 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 28 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 29 The term “above” in these rules includes this number; “Over” and “below” do not include this number. Article 30 the power of interpretation of these rules belongs to the board of directors of the company.
Article 31 these Rules shall come into force from the date of deliberation and adoption by the board of directors.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) April 15, 2022
