Nova Technology Corporation Limited(300921)
Rules of procedure of the nomination committee of the board of directors
(reviewed and adopted at the 20th meeting of the second board of directors held on December 21, 2021)
Chapter I General Provisions
Article 1 in order to standardize the selection of Nova Technology Corporation Limited(300921) (hereinafter referred to as “the company”) directors and senior managers appointed by the board of directors, optimize the composition of the board of directors and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations, departmental rules, normative documents and the articles of association The company hereby establishes the nomination committee of the board of directors (hereinafter referred to as the “Nomination Committee”) and formulates these rules of procedure.
Article 2 the nomination committee is a special working organization established by the board of directors in accordance with relevant laws and regulations and the articles of association, and is responsible to the board of directors. The nomination committee is mainly responsible for reviewing the candidates, selection criteria and procedures of the company’s directors and senior managers appointed by the board of directors and making suggestions.
Chapter II personnel composition
Article 3 the members of the nomination committee shall be composed of three directors, of which the independent directors shall account for the majority and act as the convener.
Article 4 the members of the nomination committee shall be nominated by the chairman, more than 1 / 2 independent directors or more than 1 / 3 of all directors and elected by the board of directors.
Article 5 the nomination committee shall have a chairman (i.e. convener), who shall be the independent director of the company, who shall be responsible for convening the meeting of the Committee and presiding over the work of the Committee.
When the convener is unable or unable to perform his duties, he shall appoint one other member to exercise his functions and powers on his behalf; When the convener neither performs his duties nor designates other members to perform his duties on his behalf, any one member can report the relevant situation to the board of directors of the company, and the board of directors of the company designates a member to perform the duties of the convener.
Article 6 The term of office of the nomination committee is the same as that of the board of directors. Upon expiration of the term of office, members can be re elected. During this period, if any member ceases to hold the position of director or independent director of the company, he will automatically lose the qualification of member, and the board of directors will make up the number of members or elect the convener in accordance with Articles 3 to 5 above.
Article 7 a member of the nomination committee may submit his resignation to the board of directors before the expiration of his term of office. If a member resigns, he shall submit a written resignation report to the board of directors, which shall provide necessary explanations on the reasons for his resignation and matters requiring the attention of the board of directors. The resignation report shall take effect only after being approved by the board of directors, and the original members shall still perform relevant duties in accordance with the provisions of these rules of procedure before the by elected members take office.
Article 8 if the number of members of the nomination committee is lower than the specified number due to resignation, removal or other reasons, the board of directors shall make up the number of new members as soon as possible. Until the number of members of the nomination committee reaches two-thirds of the specified number, the nomination committee shall suspend the exercise of its functions and powers as stipulated in these rules.
Article 9 the provisions of the company law and the articles of association on the obligations of directors shall apply to the members of the nomination committee.
Chapter III responsibilities and authorities
Article 10 main responsibilities and authorities of the nomination committee:
(i) Put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business activities, asset scale and equity structure;
（2） Study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors;
（3） Selecting qualified directors and senior managers;
（4） Review and make suggestions on candidates for directors and senior managers;
（5） Other matters authorized by the board of directors of the company.
Article 11 the board of directors shall fully respect the recommendations of the Nomination Committee on the nomination of candidates for directors and senior managers, and shall not shelve the candidates for directors and senior managers nominated by the nomination committee without sufficient reasons or reliable evidence.
Chapter IV Rules of procedure
Article 12 the meeting of the nomination committee shall be convened and presided over by the convener of the nomination committee. If the convener is unable or refuses to perform his duties, he shall appoint an independent director to perform his duties on his behalf.
Article 13 the nomination committee may hold a meeting as needed and shall issue a meeting notice 3 days before the meeting. In case of emergency, if a resolution needs to be made immediately, the convening of an interim meeting may not be limited by the above notice time limit, but the convener shall make an explanation at the meeting.
Article 14 the meeting of the nomination committee may be notified by e-mail, fax, telephone, e-mail, SMS and instant messaging tools. The notice of the nomination committee meeting shall at least include the following contents:
The notice of the nomination committee meeting shall at least include the following contents:
(i) Time and place of the meeting;
（2） Duration of the meeting;
（3） Are the causes and issues;
（4） The date on which notice of the meeting was given.
Article 15 in principle, the meeting of the nomination committee shall be held in the form of on-site meeting. On the premise of ensuring that the committee members can fully express their opinions, it can be held by means of teleconference, video conference, written signature transmission or communication equipment that all committee members can communicate, and make resolutions, which shall be signed by the participating members.
Article 16 when the nomination committee votes, one person has one vote. The voting methods for the resolution of the nomination committee are on-site show of hands, voting, signature voting and e-mail voting.
Article 17 the annual work report of the board of directors of the company shall disclose the work content of the nomination committee in the past year, including the convening of meetings and resolutions, etc.
Article 18 the meeting of the nomination committee shall be held only when more than two-thirds of the members are present. Each member has one vote; Resolutions of the meeting shall be adopted by more than half of all members.
Article 19 members of the nomination committee shall attend the meeting in person and express clear opinions on the matters under consideration. If a member is unable to attend the meeting in person for some reason, he may authorize other members in writing to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
The power of attorney shall specify the following contents:
(I) the name and ID number of the trustor and the trustee;
（2） Reasons for the client’s inability to attend the meeting;
（3） Brief comments of the client on each proposal;
（4） The scope of authorization of the client and instructions on the voting intention of the proposal;
（5） The term of validity of the entrustment by the trustor shall be signed or sealed by the trustor.
Members entrusted to attend the meeting on their behalf shall exercise the rights of directors within the scope of authorization. If a member fails to attend the meeting or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 20 the deliberation opinions put forward by the nomination committee to the board of directors must be adopted by more than half of all members.
Article 21 when the Nomination Committee deems it necessary, it may invite directors, supervisors and other senior managers of the company and other personnel related to the matters discussed at the meeting of the nomination committee to attend the meeting of the nomination committee as nonvoting delegates. Those attending the meeting of the nomination committee as nonvoting delegates may provide explanations or explanations on the matters discussed at the meeting.
Article 22 If a member of the nomination committee neither attends the meeting in person nor entrusts other members to attend on his behalf, he shall be deemed not to attend the relevant meeting. If a member of the nomination committee fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his duties as a member.
Article 23 minutes shall be made for the meeting of the nomination committee. Members and other personnel attending the meeting shall sign the minutes of the committee meeting. The meeting minutes shall be properly kept by the person or organization responsible for daily work. During the duration of the company, the retention period shall not be less than ten years.
The minutes shall include the following:
(i) The date and place of the meeting and the name of the convener;
（2） The names of the members present and the members (agents) entrusted to attend the Committee;
（3） Agenda of the meeting;
（4） Members shall have the right to request explanatory notes of their speeches at the meeting in the minutes;
（5） Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 24 the deliberation opinions adopted at the meeting of the nomination committee shall be submitted to the board of directors of the company in writing. Article 25 all personnel attending and attending the meeting as nonvoting delegates shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization.
Article 26 Any member of the nomination committee who has an interest in the matters discussed at the meeting shall withdraw. Article 27 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee shall comply with the provisions of relevant laws, regulations and the articles of association.
Chapter V decision making procedures
Article 28 election procedures of directors and senior managers:
(i) The nomination committee shall actively communicate with relevant departments of the company, study the company’s needs for new directors and senior managers, and form written materials;
（2） The nomination committee can widely search for directors and senior management candidates within the company, holding (participating) enterprises and the talent market;
（3） Collect the occupation, education background, professional title, detailed work experience and all part-time jobs of the candidates, and form written materials;
（4） Seek the nominee’s consent to the nomination, otherwise he cannot be selected as a director and senior management;
（5） Convene a meeting of the nomination committee to review the qualifications of the primary candidates according to the corresponding job conditions; (6) put forward suggestions and relevant materials on the candidates for directors and newly recruited senior managers to the board of directors at least one to two months before the election of new directors and the appointment of new senior managers;
（7） Carry out other follow-up work according to the decisions and feedback of the board of directors.
Article 29 when the nomination committee is not in session, the members can track and understand the work of the directors and senior managers of the company. The relevant departments of the company shall actively cooperate and provide the members with the required materials in time.
Article 30 the members of the nomination committee may raise questions to the directors and senior managers of the company on a certain question, and the directors and senior managers shall answer them.
Article 31 the members of the nomination committee shall evaluate the work of the directors and senior managers of the company in the previous year according to the information they have learned and mastered.
Article 32 the members of the nomination committee shall have the obligation to keep confidential the relevant information of the company before such information is made public.
Chapter VI supplementary provisions
Article 33 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws and regulations, departmental rules, normative documents and the articles of association. After the implementation of this system, if there are other provisions in relevant national laws, regulations and CSRC, such provisions shall prevail.
Article 34 these rules of procedure shall be interpreted by the board of directors of the company.
Article 35 these rules of procedure shall come into force from the date of deliberation and adoption by the board of directors, and the same shall be amended.
