Chapter 1 General Principles
Article 1
To standardize the selection of senior management personnel of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), optimize the composition of the Board of Directors, and improve corporate governance structure, the Board of Directors establishes the Nomination Committee and formulates these rules in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," "Measures for the Administration of Independent Directors of Listed Companies," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange," "Trial Measures for the Issuance and Listing of Securities by Domestic Enterprises Overseas," "Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "the Listing Rules"), and other relevant laws, regulations, normative documents, and the Articles of Association of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Nomination Committee is a specialized working body established by the Board of Directors, primarily responsible for reviewing and recommending candidates for directors and senior management personnel.
Chapter 2 Composition
Article 3
The Nomination Committee consists of five directors, including three independent directors. At least one director of a different gender must be included among the committee members.
Article 4
Committee members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board of Directors.
Article 5
The committee shall have a Chairperson, who is an independent director, responsible for presiding over the committee's work; the Chairperson is elected by the committee members and approved by the Board of Directors.
Article 6
The term of the Nomination Committee members is consistent with that of the directors. If a member ceases to be a director, they automatically lose their committee membership, and the Board of Directors shall supplement the committee's membership according to Articles 3 to 5 above. If the Company fails to comply with any relevant provisions of the Listing Rules regarding the Nomination Committee at any time, it must promptly announce the relevant details and reasons and make reasonable efforts to supplement the committee within three months from the date of non-compliance.
Chapter 3 Responsibilities and Authority
Article 7
The main responsibilities and authority of the Nomination Committee include:
- Researching the basic requirements and objective standards for directors and senior management personnel;
- Broadly searching for qualified candidates for directors and senior management;
- Reviewing and approving the selection, nomination, and appointment procedures for directors, committee members, and senior management determined by the Board of Directors;
- Regularly reviewing and monitoring the structure, size, composition, and qualifications of the Board of Directors and its committees, and making recommendations to the Board based on the Company's operational activities, asset scale, and shareholding structure;
- Other matters as stipulated by laws, administrative regulations, the securities regulatory rules of the Company's listing location, the Articles of Association, these rules, and authorized by the Board of Directors.