Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Implementation rules for the work of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the selection and employment procedures of decision-making and management and other senior managers of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), optimize the composition structure of the board of directors and senior managers, so as to further improve the corporate governance structure of the company, In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”), the company hereby establishes a nomination committee of the board of directors and formulates these implementation rules.
Article 2 the nomination committee of the board of directors is a special working body established by the board of directors, which is mainly responsible for studying the selection criteria and procedures of directors and senior managers, and making suggestions on the structure, number, composition and selection of directors and senior managers of the company.
Chapter II membership
Article 3 the members of the nomination committee are composed of three to five directors, of which independent directors account for the majority.
Article 4 the members of the nomination committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a convener to preside over the work of the Committee; The convener shall be elected from the independent directors and reported to the board of directors for approval. When the convener is unable or unable to perform his duties, he shall appoint another member to exercise his functions and powers on his behalf; When the convener neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the convener.
Article 6 The term of office of the members of the nomination committee shall be the same as that of the members of the board of directors of the same term. A member may be re elected upon expiration of his term of office. 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 nomination committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Before the number of the nomination committee reaches two-thirds of the required number, the nomination committee shall suspend the exercise of the functions and powers specified in these rules.
Article 8 as the daily office of the nomination committee, the human resources department is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 9 the main functions and powers of the nomination committee:
（1） Study the selection criteria and procedures of directors and senior managers and put forward suggestions;
（2） Select qualified candidates for directors and senior managers;
（3） Review the candidates for directors and senior managers and put forward suggestions;
（4） Other functions and powers authorized by the board of directors of the company.
Article 10 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.
The controlling shareholders shall respect the recommendations of the Nomination Committee; The controlling shareholder cannot propose alternative directors and senior managers without sufficient reasons.
Chapter IV decision making 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, general manager and other senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
Article 12 selection procedures of directors, general manager and other senior managers:
（1） The nomination committee shall actively communicate with relevant departments of the company, study the needs of the company for new directors, general managers and other senior managers, and form written materials;
（2） The nomination committee may widely collect candidates for directors, general managers and other senior managers within the company and its holding subsidiaries or other companies and in the talent market, but shall avoid personnel disputes;
（3） Collect the candidate’s occupation, education background, professional title, detailed work experience, employment or part-time and other information to form written materials;
（4） Seek the nominee’s consent to the nomination. Without the nominee’s consent, he cannot be selected as a director, general manager and other senior managers;
（5） Convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors, general managers and other senior managers;
（6） One to two months before the election of new directors and the appointment of new general managers and other senior managers, put forward suggestions and relevant materials to the board of directors on the candidates for directors and the candidates for new general managers and other senior managers, and solicit the opinions of the board of directors;
（7） Carry out other work related to election according to the resolutions of the board of directors and feedback.
Chapter V rules of procedure
Article 13 the meeting of the nomination committee shall be held irregularly every year as required. Under normal circumstances, all members shall be notified three days before the meeting, and the meeting shall be presided over by the convener; If the convener is unable to attend, he may entrust another member (should be an independent director) to preside over the meeting. If the situation is urgent and it is necessary to convene an interim meeting as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
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, and the resolution formed 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 may also be held by means of communication voting.
Article 16 the person in charge of the human resources department of the company may attend the meeting of the nomination committee as nonvoting delegates. If necessary, the committee may also invite the directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates.
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, 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.
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 be obliged to keep confidential the items discussed at the meeting, and shall not disclose the relevant information of the company without permission before the information is made public.
Chapter VI supplementary provisions
Article 21 these Rules shall come into force on the date of deliberation and approval by the board of directors of the company.
Article 22 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 the relevant contents of the detailed 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 the relevant laws and regulations of the state and the articles of association shall be implemented. At the same time, the company shall immediately revise the detailed rules and submit them to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
