China Avionics Systems Co.Ltd(600372) detailed rules for the work of the nomination committee of the board of directors (reviewed and approved by the third meeting (Provisional) of the seventh board of directors in 2022) March 2002
Chapter I General Provisions
Article 1 in order to standardize the selection and employment of directors and senior managers of China Avionics Systems Co.Ltd(600372) (hereinafter referred to as the company), 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 governance standards of listed companies, the China Avionics Systems Co.Ltd(600372) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, The company hereby establishes the nomination committee of the board of directors (hereinafter referred to as the nomination committee) and formulates these working rules.
Article 2 the nomination committee of the board of directors is a special working organization under the board of directors, which is mainly responsible for selecting the candidates, selection criteria and procedures of directors and senior managers of the company and making suggestions.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of five directors, with independent directors accounting for the majority. Article 4 the members of the nomination committee shall be nominated by the chairman of the board, more than half of the independent directors or more than one-third of all directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a convener, who shall be an independent director and be responsible for presiding over the work of the Committee.
Article 6 The term of office of the nomination committee is the same as that of the board of directors. When the term of office expires, the members can be re elected. If a member ceases to hold the position of director of the company during the period, he will automatically lose his qualification as a member, and the board of directors will make up the number of members in accordance with Articles 3 to 5 above.
Chapter III responsibilities and authorities
Article 7 responsibilities and authorities of the nomination committee:
（1） 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 the candidates for directors and senior management and put forward suggestions; （5） Nominate or appoint directors and supervisors (except employee directors and employee supervisors) to the subordinate subsidiaries, and recommend senior managers to the board of directors of the subordinate subsidiaries;
（6） Other matters stipulated in the articles of association and other matters authorized by the board of directors.
Article 8 the nomination committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 9 the nomination committee shall, in accordance with the provisions of relevant laws, regulations and the articles of association and in combination with the actual situation of the company, study the election conditions, selection procedures and term of office of the company’s directors and senior managers, form a backup resolution, submit it to the board of directors for adoption and implement it.
The nomination committee nominates or appoints directors and supervisors (except employee directors and employee supervisors) to the subsidiaries of the company, and recommends senior managers to the board of directors of the subsidiaries of the company. After the nomination committee makes a resolution, the company may directly issue a notice of nomination / appointment / recommendation to each holding subsidiary. The appointment / appointment of relevant personnel shall come into force after the subsidiaries of the company perform the internal decision-making procedures according to law.
Article 10 procedures for the selection and appointment of directors and senior managers of the company:
（1） The nomination committee shall actively communicate with relevant departments of the company, study the company’s needs for directors and senior managers, and form written materials;
（2） The nomination committee may search for relevant information about candidates for directors and senior management 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 other candidates cannot be selected as directors and senior managers;
（5） Convene a meeting of the nomination committee to examine the qualifications of the primary candidates according to the terms of office of directors and senior managers;
（6） One month before the election of directors and the appointment of senior managers, put forward suggestions and relevant materials on candidates for directors and senior managers to the board of directors;
（7） Carry out other follow-up work according to the decisions and feedback of the board of directors.
Chapter V rules of procedure
Article 11 the nomination committee may hold meetings from time to time as required. The notice and materials of the meeting shall be delivered to all members five days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member as an independent director to preside over the meeting. In case of emergency, on the premise of ensuring the presence of more than two-thirds of the members of the nomination committee, the convening of an interim meeting may not be subject to the time limit of notice in the preceding paragraph.
Article 12 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 made at the meeting must be adopted by more than half of all members.
Article 13 the voting method of the nomination committee meeting is a show of hands; An interim meeting may be held by means of communication voting.
Article 14 the nomination committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 15 if necessary, the nomination committee may employ an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 16 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 17 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 18 the proposals and voting results adopted at the meeting of the nomination committee shall be reported to the board of directors of the company in writing.
Article 19 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 20 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 21 the right to interpret these rules belongs to the board of directors of the company.
Article 22 these working rules shall be implemented from the date of adoption by the board of directors, and the working rules of the special committee of the board of directors of AVIC avionics Co., Ltd. shall be repealed at the same time.
