PDF《（北京市春立正达医疗器械股份有限公司）》

Beijing Chunlizhengda Medical Instruments Co.

, Ltd. (北京市春立正达医疗器械股份有限公司)

1 PROCEDURES FOR SHAREHOLDERS TO NOMINATE THE CANDIDATES OF DIRECTORS 1. The Qualifications of Shareholders to Nominate the Candidates of Directors According to the Articles of Association (the Articles ) of Beijing Chunlizhengda Medical Instruments Co., Ltd. (the Company ), the candidates of directors shall be nominated in the form of proposal by the shareholders separately or jointly holding over three percent (3%) of the voting shares of the Company. (Article

65 of the Articles) 2. The Qualification of Directors 2.1 The directors of the Company shall be natural persons and may not necessarily hold the shares of the Company. (Article

99 of the Articles) 2.2 The directors may concurrently hold the positions of General Manager or other officers, but the proportion of such directors shall not exceed one half (1/2) of the total number of directors of the Company. (Article

99 of the Articles) 2.3 Any of the following circumstances prohibits a person from becoming a director of the Company (Article

147 of the Articles): (1) the person is of civil incompetence or limited civil competence;

(2) a period of

5 years has not yet elapsed since the penalisation on conviction of corruption, bribery, expropriation of property, misappropriation of property or disrupting social and economic order;

or a period of

5 years has not yet elapsed since being deprived of political rights due to the committing of offences;

(3) a period of

3 years has not yet elapsed since the completion of the liquidation of any company or enterprise which was insolvent and where the person acted as a director, factory manager or manager of such company or enterprise and was personally liable for such insolvency;

(4) a period of

3 years has not yet elapsed since revocation of business license or enforced winding-up of a company or enterprise due to illegal business operations where the person was the legal representative of such company or enterprise and for which he was personally liable;

(5) the person is personally liable for a substantial debt which is due for repayment but remains unpaid;

(6) the person has been involved in a criminal offence which is subject to investigation by the judicial authorities, and the case remains unsettled;

(7) the person is not a natural person;

(8) a period of

5 years has not yet elapsed since the person was adjudged by the relevant regulatory authorities to be guilty of contravening of securities regulations involving fraud or dishonesty;

Beijing Chunlizhengda Medical Instruments Co., Ltd. (北京市春立正达医疗器械股份有限公司)

2 (9) the person is currently being prohibited from participating in the securities market by the CSRC and such barring period has not elapsed;

(10) the person is not eligible for acting in the leadership of an enterprise according to the laws, administrative regulations or departmental rules of competent authorities;

and (11) such other stipulations by the relevant laws and regulations and the listing rules in the jurisdiction where the shares of the Company are listed. 2.4 An independent non-executive director shall meet the following basic conditions: (Article

108 of the Articles) (1) qualifies as a director of a listed company pursuant to the relevant laws, administrative regulations, the listing rules of the stock exchange on which the Company'

s shares are listed and other relevant regulations;

(2) being independent as specified in the listing rules of the stock exchange on which the Company'