Core Points - The document outlines the rules for the Nomination Committee of Wuxi AppTec Co., Ltd., focusing on the selection and appointment of directors and senior management [2][5][11] Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance [2] - The committee is responsible for proposing candidates, conditions, standards, and procedures for the selection of directors and senior management [2][5] Group 2: Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority and at least one director of a different gender [4] - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [4] Group 3: Responsibilities and Authority - The main responsibilities include reviewing the board's structure and composition annually, proposing changes to align with corporate strategy, and evaluating the performance of the board [5][6] - The committee is tasked with assessing the independence of independent directors and providing recommendations for the appointment or dismissal of senior management [6][7] Group 4: Decision-Making Procedures - The committee can establish a working group to assist in the preparation of proposals and gather relevant information on candidates [4][14] - The selection process for directors and senior management involves extensive research and consideration of candidates' qualifications, experiences, and diversity [15] Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members and decisions are made by a majority vote [18] - Meeting records must be maintained, including details of attendees, resolutions, and any independent directors' opinions [10][20] Group 6: Miscellaneous Provisions - The rules take effect upon approval by the board and replace any previous regulations [27] - Any unresolved matters will be governed by relevant laws, regulations, and the company's articles of association [11][29]

Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals, including the cancellation of the supervisory board and amendments to the company's articles of association. Group 1: Meeting Organization - The meeting is scheduled for September 12, 2025, at 14:00, with a registration period from 13:30 to 14:00 [4] - A conference team will be established to manage the meeting and related matters [2] - Attendees must maintain order and respect the rights of shareholders during the meeting [3] Group 2: Shareholder Rights and Responsibilities - Shareholders or their representatives have the right to speak, inquire, and vote, but must register in advance for speaking [3][4] - Each shareholder is limited to two speeches, with a maximum duration of five minutes per speech [3] - Voting will be conducted by a named ballot, and no speeches will be allowed during the voting process [3] Group 3: Proposals and Resolutions - Proposal 1: The company plans to cancel the supervisory board and amend the articles of association accordingly [5][6] - Proposal 2: The company will revise the "Management System for Preventing Fund Occupation by Controlling Shareholders and Related Parties" [5] - The meeting will also include the appointment of vote counters and the announcement of voting results [5] Group 4: Legal and Compliance Matters - The meeting will be witnessed by lawyers from Shanghai Duan and Duan Law Firm [4] - The company emphasizes the importance of maintaining order and protecting the rights of shareholders during the meeting [4][3] - Any disruptions or violations of meeting protocols will be addressed by the staff [4]

Group 1 - Nestlé Group has appointed Philipp Navratil as the new CEO, replacing Laurent Freixe, who was dismissed due to an undisclosed romantic relationship with a subordinate, violating the company's code of conduct [1][2] - Freixe's tenure lasted only one year, during which Nestlé's stock price fell by 17%, contrasting with a 5% decline in competitor Unilever's stock [2] - The board emphasized that the company's strategic direction will remain unchanged, and Navratil is expected to drive growth and improve efficiency [2][3] Group 2 - Navratil has been with Nestlé since 2001, holding various positions, including leading the coffee and beverage business in Mexico and driving global strategy for Nestlé and Starbucks coffee brands [3] - Recent leadership changes at Nestlé come amid a challenging consumer environment and global trade tariff threats, which may lead to further instability [3][5] - In the first half of 2023, Nestlé reported total sales of CHF 44.228 billion, a 1.8% decline year-on-year, but achieved an organic growth of 2.9%, exceeding expectations [4]

General Overview - The document outlines the work guidelines for the General Manager of Hubei Hendi Pharmaceutical Co., Ltd, aiming to improve the company's governance structure in accordance with relevant laws and regulations [1] Chapter 1: General Principles - The guidelines are established based on the Company Law of the People's Republic of China and the company's articles of association [1] Chapter 2: Qualifications and Appointment Procedures - The General Manager must possess extensive knowledge in economics and management, practical experience in enterprise operations, and familiarity with relevant laws and policies [2] - The appointment of the General Manager is proposed by the Chairman and approved by the Board of Directors, while the Vice General Managers and financial officers are nominated by the General Manager and appointed by the Board [2][3] Chapter 3: Powers and Responsibilities - The General Manager is responsible for managing the company's operations, implementing board resolutions, and reporting to the Board [3] - The General Manager must adhere to laws and regulations, execute board decisions, and focus on market analysis and technological advancement [3][4] Chapter 4: Responsibilities of Other Senior Management - The Vice General Manager assists the General Manager and is responsible for specific areas of work [4] - The financial officer manages the company's financial affairs and reports to the General Manager [4] Chapter 5: Work Structure and Procedures - The company will establish functional departments as needed, with proposals for their setup or dissolution submitted by the General Manager to the Board [5] - The General Manager's office meetings are held to discuss significant management decisions, ensuring scientific and rational decision-making [5][6] Chapter 6: Reporting System - The General Manager is required to report regularly to the Board and inform the Chairman of significant operational matters [6][7] - Immediate reporting is required for critical incidents affecting the company's operations or safety [6][7] Chapter 7: Evaluation and Rewards - The Board's remuneration and evaluation committee is responsible for assessing the performance of the General Manager and other senior management [7] - Significant achievements during the term may lead to rewards, while failures may result in penalties or dismissal [7][8] Chapter 8: Supplementary Provisions - The guidelines are subject to interpretation by the Board and must comply with national laws and the company's articles of association [8][9]

Core Points - The document outlines the independent director special meeting system for Hubei Hendi Pharmaceutical Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][4] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Meeting Rules - A special meeting of independent directors requires the presence of more than half of the independent directors to be valid [2] - Meetings are primarily held in person but can also be conducted via video, phone, or other communication methods if necessary [2] - A majority of independent directors must elect one to convene and preside over the meeting; if the convener is unable to perform their duties, two or more independent directors can convene and elect a representative [2][3] - Independent directors must attend meetings in person or review materials in advance and delegate their voting rights if unable to attend [2][3] Voting and Decision-Making - Voting at the special meeting is conducted on a one-vote-per-person basis, with various methods including show of hands, written votes, and communication votes [2] - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [2][3] Special Powers and Responsibilities - Independent directors can exercise special powers, such as hiring external agencies for audits or consultations, proposing temporary shareholder meetings, and calling board meetings, but these actions must be approved by the special meeting [3] - The company must disclose any inability to exercise these powers and provide reasons [3] Meeting Records and Support - Meeting records must be created, detailing the date, attendees, resolutions, and voting results, and must be retained for at least ten years [5] - The company is responsible for providing necessary support and resources for the independent directors to fulfill their duties [5][6] Annual Reporting - Independent directors must submit an annual report to the shareholders' meeting, detailing their participation in special meetings [6] Miscellaneous - Any matters not covered by this system will follow relevant laws, regulations, and the company's articles of association [6] - Amendments to this system require board approval and take effect upon approval [6]

General Provisions - The purpose of the Nomination Committee's working rules is to clarify its responsibilities, standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure [1][2] - The Nomination Committee is a specialized body established by the board of directors, responsible for researching candidates for directors and senior management, reviewing their qualifications, and forming clear review opinions [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [2] - Committee members must be nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] - The committee has a chairperson responsible for convening meetings and reporting to the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board on appointments and dismissals [3][4] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the needs for directors and senior management, and form written materials based on their findings [5] - The committee can search for candidates from within the company, affiliated companies, talent markets, and other channels [5] - Candidates must consent to their nomination before being considered [5] Meeting Rules - The committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [7][8] - Meetings can be held in person or through other means, and records must be kept for ten years [8][9] - Confidentiality obligations apply to all attendees regarding the matters discussed in the meetings [9]

General Provisions - The audit committee of Hubei Hendi Pharmaceutical Co., Ltd. is established to clarify its responsibilities, enhance supervision over the management, and improve corporate governance according to relevant laws and regulations [1][2] - The audit committee is responsible for communication, supervision, and verification of internal and external audits, reviewing financial information and disclosures, and exercising the powers of the supervisory board as stipulated by law [1][2] Organization of the Audit Committee - The committee consists of three directors who are not senior management, including two independent directors, with an independent director who is a professional accountant serving as the convener [6][7] - Committee members must meet specific qualifications, including no recent public reprimands or administrative penalties for major violations [6][7] Responsibilities of the Audit Committee - The audit committee exercises the supervisory powers of the supervisory board, overseeing financial information, compliance with shareholder resolutions, and the legality of major decisions made by the board [11][12] - The committee is required to meet at least quarterly and can convene temporary meetings as necessary [12][13] - The committee must review financial reports and internal control evaluations, focusing on significant accounting and auditing issues, including potential fraud or misstatements [14][15] Internal and External Audit Oversight - The audit committee is responsible for evaluating the independence and professionalism of external auditors and can recommend their appointment or dismissal [18][19] - The internal audit department operates independently and reports directly to the audit committee, ensuring effective internal controls and compliance [16][17] Meeting Procedures and Documentation - The audit committee meetings can be regular or temporary, requiring a quorum of two-thirds of members to proceed [30][31] - Meeting records must be maintained for ten years, and all decisions must be reported to the board in writing [39][40] Final Provisions - The rules established by the audit committee take effect upon approval by the board and must comply with national laws and regulations [41][42]

Core Viewpoint - The recent leadership change at Nestlé Group, with Philipp Navratil replacing Laurent Freixe as CEO, will not alter the company's strategic direction or performance pace, as stated by Paul Bulcke, the Chairman of the Board [1][3]. Group 1: Leadership Change - On September 2, Nestlé China announced the appointment of Philipp Navratil as the new CEO, effective immediately, following the departure of Laurent Freixe due to a violation of the company's code of conduct [2]. - The investigation into Freixe's conduct was overseen by Paul Bulcke and Pablo Isla, supported by independent external legal counsel, emphasizing the importance of corporate governance and values [2][3]. - Freixe had been in the CEO position for just one year and had initiated several organizational changes, including the restructuring of the Greater China region [2]. Group 2: Financial Performance - For the first half of 2025, Nestlé Group reported a sales revenue of 44.228 billion Swiss francs, a year-on-year decline of 1.8%, and a net profit of 5.065 billion Swiss francs, down 10.3% [3]. - The sales revenue for Nestlé's Greater China region was 2.47 billion Swiss francs, reflecting a year-on-year decrease of 6.4% [3]. Group 3: New CEO's Commitment - Philipp Navratil expressed full support for the company's strategic direction and existing performance enhancement plans, indicating a commitment to work closely with the leadership team and the board to accelerate execution and value creation [4].

Core Viewpoint - The company is convening a temporary shareholders' meeting on September 12, 2025, to discuss and vote on five key proposals, including the cancellation of the supervisory board and amendments to the company's articles of association [1][4]. Group 1: Meeting Details - The meeting will take place at the conference center in Qingpu District, Shanghai, at 14:00 [1]. - All registered shareholders or their authorized representatives are entitled to participate [1]. - The meeting will be presided over by Chairman Lu Guofeng [1]. Group 2: Agenda and Voting Rights - The agenda includes five proposals, with the first proposal requiring a special resolution needing approval from over two-thirds of the voting rights held by attending shareholders [4]. - Other proposals will require a simple majority of over half of the voting rights [5]. - Shareholders must fill out a "Shareholder Speech Registration Form" to speak during the meeting, with a time limit of five minutes per speaker [2]. Group 3: Key Proposals - Proposal 1: The cancellation of the supervisory board and amendments to the articles of association, transferring the supervisory functions to the audit committee of the board [4][6]. - Proposal 2: Amendments to the shareholders' meeting rules to enhance operational mechanisms and governance capabilities [8]. - Proposal 3: Amendments to the board meeting rules to improve decision-making and operational standards [9]. - Proposal 4: Amendments to the independent director system to clarify responsibilities and enhance management [10]. - Proposal 5: Amendments to the related party transaction implementation rules to regulate transactions and protect shareholder rights [11]. Group 4: Article Amendments - The amendments to the articles of association will include the removal of the supervisory board section, renaming the "shareholders' meeting" to "shareholders' assembly," and reducing the proposal threshold from 3% to 1% of shares held [6]. - The total number of articles in the revised articles of association will decrease from 238 to 230 [6].

Core Viewpoint - Nestlé has experienced a second CEO change within a year, reflecting deeper governance challenges amid performance pressures, with the recent dismissal of CEO Laurent Freixe due to a violation of the company's code of conduct related to an office romance [1][2][4]. Group 1: CEO Transition - Laurent Freixe was appointed CEO in August 2022, succeeding Mark Schneider, and was expected to lead the company through challenges [2]. - Freixe's tenure included significant organizational changes, such as restructuring the company into three major regions from five by 2025, and acquiring the remaining 40% stake in Chinese brand Xu Fu Ji [2][4]. - Philipp Navratil, the new CEO, has been with Nestlé since 2001 and has led the global coffee strategy and Starbucks collaboration since 2020 [3][4]. Group 2: Governance and Strategic Challenges - The rapid CEO changes may disrupt long-term strategic plans, particularly in emerging markets, product innovation, and sustainability [4]. - Frequent leadership turnover can create instability among employees and affect execution efficiency, especially within mid-level management [4]. - Investor confidence may be impacted due to the instability in leadership, potentially leading to increased short-term stock price volatility [4]. Group 3: Performance Pressure - Nestlé's half-year report for 2025 indicated sales of CHF 44.23 billion, with organic growth at 2.9%, but actual internal growth declined by 0.4%, and net profit fell from CHF 5.64 billion to CHF 5.06 billion, a 10.3% year-on-year decrease [4]. - Consumer resistance to price increases, particularly in Europe and the U.S., has become a critical factor in purchasing decisions amid inflationary pressures [4]. Group 4: Strategic Focus for New CEO - Navratil is expected to implement a multi-faceted approach to reverse the performance decline, including adjusting pricing strategies, enhancing innovation and digitalization, and focusing on emerging markets [5][6]. - The strategy may involve product tiering to address consumer price sensitivity and accelerating the development of health-focused and functional products [6]. - Balancing resource allocation across diverse product lines while addressing growth bottlenecks in non-coffee segments will be crucial for Nestlé's recovery [6].