Working Rules of the Board of Directors' Sustainability Committee of Joincare Pharmaceutical Group Industry Co., Ltd.
Published Time:
2024-08-27
Chapter 1 General Provisions
Article 1 To further protect the interests of the company's stakeholders, improve the company's governance structure, enhance the company's environmental, sustainable development, and corporate governance performance, and achieve sustainable development for both the enterprise and society, Based on the Company Law of the People's Republic of China, the Shanghai Stock Exchange's Listing Company Self-Disciplinary Supervision Guidelines No. 1号 —— Standard Operation, the Shanghai Stock Exchange's Listing Company Self-Disciplinary Supervision Guidelines No. 14号——可持续发展报告(试行)》、 the Company Articles of Association and other relevant regulations, the company has established a Board of Directors' Sustainable Development Committee and formulated these working rules. 。
Article 2 The Board of Directors' Sustainable Development Committee is a special working body established by the Board of Directors in accordance with the resolutions of the shareholders' meeting, mainly responsible for researching and formulating the company's sustainable development strategies and policies, including but not limited to medical health, climate change and environmental protection, employee rights, and business ethics, conducting supervision, inspection, and evaluation, and making suggestions. 。
Chapter 2 Personnel Composition
Article 3 The members of the Sustainable Development Committee shall consist of three directors.
Article 4 Members of the Sustainable Development Committee shall be 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 可 The Sustainable Development Committee shall have one chairman, who shall be the chairman of the company, and shall be responsible for presiding over the work of the committee.
Article 6 The term of office of the Sustainable Development Committee shall be the same as that of the board of directors. Upon expiration of the term of office of the members, they may be re-elected. If any member ceases to hold the position of director of the company during the term, he or she shall automatically lose his or her membership, and the committee shall supplement the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 The Sustainable Development Committee shall set up a Sustainable Development Working Group, with a group leader 1 who shall be the president of the company, and several deputy group leaders, responsible for daily work liaison, reporting, and meeting organization, etc. 。
Chapter 3 Responsibilities and Authority
Article 8 The main responsibilities and authority of the Sustainable Development Committee are:
(1) To study and formulate the company's sustainable development strategy 、 policies framework, and management objectives ; and ensure that there are sufficient resources to achieve the company's sustainable development management objectives;
(2) To review and decide on the implementation of sustainable development plans and measures and supervise the company's sustainable development working group to promote the implementation of the plans; ;
(3) To supervise, inspect, and evaluate the company's implementation of sustainable development plans and the achievement of management objectives; 进行监督、检查和评估;
(4) To identify sustainable development matters that have a significant impact on the company's major stakeholders, and to study and formulate strategies, policies, and objectives for protecting the rights and interests of the company's stakeholders, and to supervise and evaluate their implementation;
(5) To assess and manage the company's sustainable development-related risks and opportunities;
( 6 ) To study and formulate strategies and policies for the company's social welfare undertakings and make suggestions;
( 7 ) To question major matters that occur in production and operation that affect the company's fulfillment of sustainable development, and to inspect and supervise the handling of such matters;
( 8 ) Other matters authorized by the board of directors etc. 。
Article 9 The Sustainable Development Committee shall report its work to the board of directors and be responsible to the board of directors. Proposals of the committee shall be submitted to the board of directors for deliberation and decision. 。
Article 10 The Sustainable Development Committee shall, in accordance with its responsibilities, regularly review the sustainable development work reports and other reports submitted by the Sustainable Development Working Group, inspect and evaluate the company's implementation of sustainable development and the execution of strategic policies, and report the conclusions of the evaluation to the board of directors.
Chapter 4 Rules of Procedure
Article 1 1 条 The Sustainable Development Committee shall hold at least 1 meetings per year, and shall notify all members five days before the meeting (except in emergency situations) The meeting shall be presided over by the chairman. If the chairman is unable to attend, he or she may entrust another member to preside over the meeting.
Article 1 2 条 A meeting of the Sustainable Development Committee shall be held only if more than two-thirds of the members are present; each member shall have one vote; resolutions adopted at the meeting must be passed by more than half of all members.
Article 1 three 条 The voting method for meetings of the Sustainable Development Committee shall be a show of hands or a written ballot.
Article 1 4 条 The head and deputy head of the Sustainable Development Working Group may attend meetings of the Sustainable Development Committee, and company directors, supervisors, and other senior management personnel may also be invited to attend meetings as necessary.
Article 1 five 条 If necessary, the Sustainable Development Committee may hire intermediary agencies to provide professional opinions for its decision-making, with the expenses paid by the company.
Article 1 6 条 The procedures for convening meetings of the Sustainable Development Committee, voting methods, and resolutions passed at the meetings must comply with relevant laws, regulations, the company's articles of association, and these measures.
Article 1 7 条 Meetings of the Sustainable Development Committee shall be recorded, and attending members shall sign the meeting minutes, which shall be kept by the company's board secretary.
Article 1 8 条 Resolutions and voting results passed at meetings of the Sustainable Development Committee shall be reported to the company's board of directors in writing.
The Nineteenth 条 All members attending the meeting have a confidentiality obligation regarding the matters discussed at the meeting and may not disclose relevant information without authorization.
Chapter Five Supplementary Provisions
Article Twenty These working regulations shall be implemented from the date of Board of Directors review and approval.
Twentieth 1 条 Matters not covered in these working regulations shall be handled in accordance with relevant national laws, regulations, and the company's articles of association; if these working regulations conflict with national laws, regulations, or the company's articles of association as amended through legal procedures, they shall be handled in accordance with relevant national laws, regulations, and the company's articles of association.
Twentieth 2 条 The right to interpret these working regulations belongs to the company's board of directors.
Joincare Pharmaceutical Group Industry Co., Ltd.
2 〇 2 4 Year 8 Month Twenty-seventh Day