Jiangsu Bide Science And Technology Co.Ltd(605298) detailed rules for the implementation of the nomination committee of the board of directors
April 2022
Jiangsu Bide Science And Technology Co.Ltd(605298)
Implementation rules of the nomination committee of the board of directors
general provisions
Article 1 in order to strengthen the decision-making function of the board of directors of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company” or “the company”), strengthen the effective supervision of the board of directors over the management, 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 governance standards for listed companies, the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as “the articles of association”) and other relevant laws According to administrative regulations and normative documents, the company establishes the nomination committee of the board of directors and formulates these implementation rules.
Article 2 the nomination committee is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders. It is responsible to the board of directors. Its main responsibility is to search for candidates, select and make suggestions on the 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, and independent directors shall account for more than half of the members of the Committee.
Article 4 the convener and 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 convener, who shall be an independent director member, who shall be responsible for presiding over the work of the nomination committee.
Article 6 the main responsibilities and authorities of the convener of the nomination committee are:
(I) preside over the meeting of the Committee and sign and issue the resolutions of the meeting;
(II) propose to convene an interim meeting;
(III) lead the committee to ensure its effective operation and perform its duties;
(IV) ensure that the Committee has clear and definite conclusions on each topic discussed
(V) determine the agenda of each committee meeting;
(VI) ensure that all members at the meeting of the Committee understand the matters discussed by the committee, and ensure that all members receive complete and reliable information;
(VII) other functions and powers specified in these detailed rules.
Article 7 The term of office of the members of the nomination committee is the same as that of the directors. Upon expiration of their term of office, members may be re elected. During this period, if a member no longer holds the position of director or independent director of the company, he will automatically lose the qualification of member, and the board of directors will make up the member in accordance with the provisions of these rules. During the term of office of the committee members, the board of directors shall not remove them without reason.
Article 8 the main responsibilities and authorities of the committee members are as follows:
(I) attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting and exercise the right to vote;
(II) propose topics to be discussed at the meeting of the Committee;
(III) in order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(IV) fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his duties, and ensure his ability to perform his duties;
(V) ensure the full performance of their duties and energy;
(VI) other functions and powers specified in these detailed rules.
Chapter III responsibilities and authorities
Article 9 the main responsibilities and authorities of the nomination committee are:
(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;
(III) review the candidates for directors and senior managers and put forward suggestions.
Article 10 review and make suggestions on other personnel to be appointed by the board of directors. The nomination committee is responsible to the board of directors. The proposal of the nomination committee shall be submitted to the board of directors for deliberation and decision. The nomination committee shall cooperate with the nomination activities of the board of supervisors.
The nomination committee shall provide all research, discussion, materials and information to the board of directors in the form of reports, suggestions and summaries for research and decision-making.
Chapter IV working procedures
Article 11 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 company’s directors and senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 12 election 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 new directors and senior managers, and form written materials;
(II) the nomination working group can widely search for candidates for directors and senior managers within the company, holding (participating) enterprises and the talent market, and then submit them to the Nomination Committee;
(III) before making a decision, the nomination committee shall collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the candidates and form written materials;
(IV) the nomination committee is responsible for soliciting the nominee’s consent to the nomination, otherwise it cannot be used as a candidate for directors and senior managers;
(V) convene a meeting of the nomination committee to examine the qualifications of the primary candidates proposed by the nomination working group 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 for candidates for directors and 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 13 the meeting of the nomination committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year. The interim meeting shall be proposed by two or more members of the nomination committee. The Secretary of the board of directors of the company shall notify all members three days before the meeting is held, but with the unanimous consent of all members, the aforesaid notice period can be exempted. The meeting shall be presided over by the convener of the nomination committee. If the convener is unable to attend, he may entrust an independent director member to preside over the meeting.
Article 14 the meeting of the nomination committee shall be held only when more than two-thirds of the members (including those who entrust other members to attend the meeting in writing) are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 15 the voting method at the meeting of the nomination committee is a show of hands or voting; The meeting can be held by communication or other convenient and efficient methods.
Article 16 the nomination committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 17 if necessary, the nomination committee may employ an intermediary to provide professional advice for its decision-making. Therefore, the reasonable expenses incurred shall be paid by the company.
Article 18 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 implementation rules.
Article 19 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 in accordance with the company’s file management system. Article 20 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 21 members and other participants at the meeting shall have the obligation to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI coordination and communication
Article 22 during the recess of the board of directors, if the nomination committee needs to submit major or special matters to the board of directors for research, it can submit a written report to the board of directors through the Secretary of the board of directors, and suggest the chairman of the board of directors to convene a meeting of the board of directors for discussion.
Article 23 any written report submitted by the senior management to the nomination committee shall be signed and issued by the general manager of the company or the senior management in charge of relevant matters and submitted to the nomination committee through the Secretary of the board of directors or the office of the board of directors.
Article 24 the written report submitted by the nomination committee to the board of directors shall be signed and issued by the convener or its authorized members and submitted to the board of directors through the Secretary of the board of directors.
Article 25 during the recess of the nomination committee, if the senior managers of the company have major or special matters, they can submit a written report to the nomination committee through the Secretary of the board of directors or the office of the board of directors, and suggest the convener of the nomination committee to convene a meeting for discussion.
Article 26 the nomination committee shall report to the board of directors the work of the Nomination Committee since the last regular meeting of the board of directors, or make a special report on a certain issue.
Chapter VII supplementary provisions
Article 27 Unless otherwise specified, the terms used in these implementation rules have the same meanings as those in the articles of association.
Article 28 the formulation and amendment of these Implementation Rules shall take effect after being approved by the board of directors.
Article 29 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the implementation rules and national laws and regulations 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 implementation rules shall be revised immediately and submitted to the board of directors of the company for deliberation and approval.
Article 30 the board of directors of the company reserves the right to amend and interpret these implementation rules.
Jiangsu Bide Science And Technology Co.Ltd(605298) April 2022
