ࡱ> ac`q` RhEbjbjqPqPBp::B=%ttttttt8$;2"$mh\ttt4RRRdttRRRttR FvR4 0;R1p1R1tR4RX; LLtttttt Shandong Xinhua Pharmaceutical Co., Ltd.Detailed Rules for the Work of the Nomination Committee under the Board of Directors(This detailed rules for the work has been prepared in both Chinese and English. In the event of any discrepancy between the two versions, the Chinese version shall prevail.)Chapter I General ProvisionsArticle 1 The Company hereby establishes the Nomination Committee under the Board of Directors (hereinafter referred to as the Nomination Committee) and formulates these Detailed Rules in accordance with the Company Law of the Peoples Republic of China, the Code of Governance for Listed Companies, the Guiding Opinions on the Establishment of Independent Director System in Listed Companies, the Articles of Association and other relevant provisions, and for the purposes of further regulating the formation of the Companys management, optimizing the composition of the Board of Directors, and perfecting the corporate governance structure. Article 2 The Nomination Committee is a special operating mechanism set up by the Board of Directors. It works under the leadership of the Board of Directors, and is mainly responsible for studying the selection criteria and procedures for the Companys directors and senior management staff, making the preliminary selection of the candidates for directors and senior management staff, and putting forward suggestions to the Board of Directors. Article 3 As referred to in these Detailed Rules, directors means Chairman and Vice-chairman of the Board of Directors and directors of the Company, and senior management staff means General Manager and Deputy General Manager(s) appointed by the Board of Directors, Secretary of the Board of Directors, and other senior management staff appointed by the Board of Directors with the recommendation of General Manager. Chapter II MembersArticle 4 The Nomination Committee consists of four to six directors, at least half of whom shall be independent directors. Article 5 Members of the Nomination Committee shall be nominated by Chairman of the Board of Directors, more than half independent directors or more than one third of all directors and be elected by the Board of Directors. Article 6 The Nomination Committee has one Director (Convener), who shall be an independent director and be in charge of the Nomination Committee; Director of the Nomination Committee shall be appointed by the Board of Directors. The working body of the Nomination Committee is the Office of the Board of Directors, and the Office of the Board of Directors shall be responsible for the daily affairs of the Nomination Committee. Secretary the Board of Directors shall act as Secretary of the Nomination Committee. Article 7 The term of office of the Nomination Committee is the same as that of the Board of Directors, and members of the Nomination Committee may be reelected when their term of office expires. Where any member of the Nomination Committee is unable to resume his post as director of the Company during his term of office, he shall be disqualified as a member of the Nomination Committee automatically, and his vacancy shall be filled by the Nomination Committee according to the provisions in the above Article 4 to Article 6. Article 8 Members of the Nomination Committee shall meet the following conditions:(1) being familiar with relevant laws and regulations of the State; being familiar with the operation and management of the Company; (2) following the principle of good faith, being honest and self-disciplined, being devoted to duties, working proactively to safeguard the interests and rights of the Company and its shareholders; (3) having strong comprehensive analysis and judgment capacity, having independent working ability. Article 9 The Nomination Committee shall have a Working Group, and Deputy General Manager for labor and personnel of the Company shall act as Head of the Working Group. Members of the Working Group shall come from the cadre management department and labor & personnel department of the Company. The Working Group shall specially be responsible for providing the materials related to the candidates for directors and senior management staff, making preparations for meetings of the Nomination Committee, and implementing relevant resolutions of the Nomination Committee. Chapter III Terms of ReferenceArticle 10 The major terms of reference of the Nomination Committee are as follows:(1) to put forward suggestions to the Board of Directors on the size and composition of the Board of Directors according to the operational activities, assets scale and equity structure of the Company; (2) to study the selection criteria and procedures for directors and senior management staff, and put forward suggestions to the Board of Directors; (3) to formulate the detailed rules of the companys Selection Criteria and Procedures for the Appointment of Directors and Senior Management Staff; (4) to seek qualified candidates for directors and senior management staff in a broad scope according to the need; (5) to examine the qualification of candidates for directors and senior management staff, and put forward suggestions to the Board of Directors; (6) to investigate the candidates for members of all special committees of the Board of Directors and for their working groups, and put forward suggestions for the discussion of the Board of Directors; (7) to investigate the candidates for directors and supervisors proposed to be dispatched to the Companys subsidiaries, and put forward suggestions for the discussion of the Board of Directors; (8) other matters authorized by the Board of Directors. Article 11 The system for the Nomination Committee to submit work reports to the Board of Directors shall be established. The contents of the work report shall at least include:(1) whether the selection criteria and procedures for the appointment of directors and senior management staff by the Board of Directors conform to relevant detailed rules; (2) the Nomination Committee shall put forward recommendation suggestions on the reelection of directors and senior management staff upon the expiration of their term of office or in case of vacancy; (3) other matters required to be reported by the Board of Directors. Article 12 The expenditure of the Nomination Committee shall be included in the Companys budget, the reasonable cost of the Nomination Committee for the employment of advisory organs and professionals when executing its functions and powers shall be shouldered by the Company. The reasonable expenses for members of the Nomination Committee to attend meetings of the Nomination Committee shall be paid by the Company. Article 13 Director of the Nomination Committee shall perform the following duties in accordance with law:(1) to convene and preside over meetings of the Nomination Committee; (2) to approve and sign reports of the Nomination Committee; (3) to examine the implementation of the resolutions of the Nomination Committee; (4) to report the work of the Nomination Committee to the Board of Directors on behalf of the Nomination Committee; (5) other duties that should be performed by Director of the Nomination Committee. If Director of the Nomination Committee is unable to perform his duties for some reasons, he shall appoint another member of the Nomination Committee to execute his functions and powers. Article 14 When executing its functions and powers, the Nomination Committee may take the following measures as to the problems it discovers:(1) to notify the Board of Directors orally or in writing, requiring it to take correction measures; (2) to require functional departments of the Company to make verification; (3) to put forward suggestions to the Board of Directors on the removal or dismissal from employment of the Companys senior management staff who violates laws, administrative regulations or Articles of Association or harms the interests of the Company. Article 15 The Nomination Committee is responsible to the Board of Directors. The proposals of the Nomination Committee shall be submitted to the Board of Directors for discussion and determination, the candidates for directors determined by the Board of Directors shall be submitted to the Shareholders Meeting of the Company for election, and senior management staff shall be appointed by the Board of Directors. Chapter IV Rules of ProcedureArticle 16 The Nomination Committee shall, in accordance with the provisions of relevant laws, regulations and Articles of Association and by taking into consideration of the actual situation of the Company, study the appointment conditions, candidates and selection procedures for the Companys directors and senior management staff and the term of office of senior management staff, form its resolutions and submit them to the Board of Directors for approval after such resolutions are put on record, and implement the decisions of the Board of Directors. Article 17 The Nomination Committee adopts the system of irregularly scheduled meetings. According to the contents of subjects under discussion, the meetings may adopt multiple forms, such as telephones, faxes and documents. Director of the Nomination Committee shall preside over the meetings; if Director of the Nomination Committee is unable to attend a meeting, he may entrust another member of the Nomination Committee (independent director) to preside over the meeting. Article 18 Meetings of the Nomination Committee shall be convened at proper times according to the need. The major contents of the meetings include putting forward recommendation suggestions on the reelection of directors and senior management staff upon the expiration of their term of office or in case of vacancy and other matters need to be submitted to the Nomination Committee for discussion. Article 19 The Nomination Committee shall convene at least one meeting every year, and the information about the time and place of the meeting and major matters recommended to be discussed in the meeting shall be sent to members of the Nomination Committee by means of fax, express mail, registered mail or personal service seven days before the convention of the meeting. Article 20 The Working Group under the Nomination Committee shall be responsible for making advance-phase preparations for the decision-making of the Nomination Committee and for providing relevant materials. Article 21 Selection procedures of the Nomination Committee for directors and senior management staff:(1) to make proactive communications with relevant departments of the Company, study the Companys demand for directors and senior management staff, and form writing materials; (2) to seek candidates for directors and senior management staff in a broad scope from the Company itself, from enterprises wholly or partly held by the Company, and from the talent market; (3) to collect the information about the candidates passing the preliminary selection, such as their occupation, education background, professional titles, detailed working experience and part-time work, and form writing materials; (4) to acquire the consent of the nominated persons on the nomination, or they can not be candidates for directors and senior management staff; (5) to convene meetings of the Nomination Committee, and to carry out the qualification examination on the candidates passing the preliminary selection according to the appointment conditions for directors and senior management staff; (6) to put forward suggestions on the candidates for directors and senior management staff and relevant materials to the Board of Directors two months before the election or directors or the appointment of new senior management staff; (7) to do other follow-up work according to the decisions and feedback opinions of the Board of Directors. Article 22 Meetings of the Nomination Committee shall adopt resolutions, and the voting for resolutions shall adopt the manner of vote by show of hands or vote by ballot; the manner of vote by communication may be adopted for provisional meetings. Article 23 Meetings of the Nomination Committee can only be convened with the attendance of more than two thirds of all members of the Nomination Committee; each member may cast one vote; the resolutions of the meetings must be passed by more than half of all members. If the number of dissenting votes is equal to that of affirmative votes, Director of the Nomination Committee shall have the right to cast one more vote. Article 24 Members of the Nomination Committee shall attend the meetings of the Nomination Committee as scheduled, sufficiently express their opinions on the matters proposed for discussion or deliberation, and make clear their attitudes. If any member is unable to attend a meeting for some reasons, he may entrust another member in writing to execute his functions and powers, the Letter of Authorization shall specify the name of trustee, the matter entrusted, the limits of authority and the period of validity, and shall be signed by the trustor. If a member fails to attend two consecutive meetings and fails to entrust another member to execute his functions and powers, he shall be replaced by the Board of Directors according to the application of the Nomination Committee. Article 25 The non-director Head of the Working Group may be present at meetings of the Nomination Committee. When necessary, the Companys directors, supervisors and other senior management staff other than the relevant parties may be invited to be present at the meetings. Article 26 If necessary, the Nomination Committee may employ intermediate organs to provide professional opinions for its decision-making, and the cost shall be paid by the Company. Article 27 The convening procedures, voting manners and adopted resolutions of the meetings of the Nomination Committee must conform to the provisions of relevant laws, regulations, Articles of Association and these Detailed Rules. Article 28 Minutes of the meetings of the Nomination Committee shall be kept; the contents of the minutes shall include the time and place of the meeting, host, participants, subject under discussion, discussion process and voting result (the number of affirmative votes, dissenting votes and abstention shall be specified in the voting result), and the members attending the meeting shall sign the minutes; the minutes of meetings shall be kept by Secretary of the Board of Directors. Article 29 The resolutions adopted by the meetings of the Nomination Committee and the voting results shall be reported to the Board of Directors in writing. Article 30 All members attending the meetings of the Nomination Committee shall be obliged to keep confidential the matters discussed in the meetings, and shall not disclose relevant information without authorization. Chapter V Supplementary ProvisionsArticle 31 These Detailed Rules shall be put into trial implementation after it is adopted by the resolution of the Board of Directors. Article 32 The provisions of relevant laws and regulations of the State and the Articles of Association shall apply to the matters not covered in these Detailed Rules; if there is any contradiction between these Detailed Rules and laws and regulations promulgated by the State in the future or the Articles of Association amended through lawful procedures, the corresponding amendment to these Detailed Rules shall be timely made by the Board of Directors in accordance with relevant laws and regulations of the State or the Articles of Association amended through lawful procedures. 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