Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of the nomination committee
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), optimize the composition of the board of directors and improve the corporate governance structure, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The company has established a nomination committee of the board of directors and formulated these Detailed Rules in accordance with the standards for the governance of listed companies, the guidelines for the self-regulation of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”) and other relevant regulations.
Article 2 the nomination committee of the board of directors (hereinafter referred to as the “Nomination Committee”) is a special working organization under the board of directors, which is mainly responsible for selecting and making suggestions on the candidates, selection criteria and procedures of directors and senior managers of the company.
The term “senior management personnel” as mentioned in these Rules refers to the company’s manager, deputy manager, Secretary of the board of directors, person in charge of Finance and other personnel specified in the articles of association.
Chapter II personnel composition
Article 3 the nomination committee is composed of three directors, including two independent directors.
Article 4 the members of the nomination committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of the directors and elected by the board of directors.
Article 5 the nomination committee shall have a chairman (convener), who shall be an independent director, who shall be responsible for convening and presiding over the meetings of the nomination committee. The chairman shall be nominated by more than half of all members and submitted to the board of directors for approval. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the chairman of the nomination committee.
Article 6 The term of office of the members of the nomination committee is the same as that of the directors of the same board of directors, and they can be re elected. Before the expiration of a member’s term of office. Unless the company law, the articles of association or these detailed rules stipulate that he shall not hold the post, he shall not be dismissed without reason. If a member of the Committee ceases to hold the position of director of the company due to resignation or other reasons during the period, his membership will be automatically lost when he ceases to hold the position of director.
Article 7 when the number of members of the nomination committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Until the number of members of the nomination committee reaches two-thirds of the specified number, the nomination committee shall suspend the exercise of the functions and powers specified in these rules.
Article 8 the provisions on the obligations of directors in the company law and the articles of association shall apply to the members of the nomination committee.
Chapter III responsibilities and authorities
Article 9 the 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;
(II) make recommendations to the board of directors on the selection criteria and management procedures; (III) selection of qualified directors and senior managers;
(IV) review and make suggestions on candidates for directors and senior managers;
(V) other matters authorized by the board of directors.
Article 10 the nomination committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision; Without sufficient reasons or reliable evidence, the controlling shareholders shall fully respect the recommendations of the nomination committee, otherwise they cannot propose alternative directors and senior managers.
Chapter IV decision making procedures
Article 11 the nomination committee shall, in accordance with the provisions of relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, study the employment conditions, selection procedures and term of office of the company’s directors and senior managers, form a proposal and submit it to the board of directors for deliberation.
Article 12 the Securities Department of the company is responsible for the daily work liaison, data preparation and meeting organization of the nomination committee, with the cooperation of the personnel specialist of the company.
Article 13 the Securities Department of the company shall make preparations for the decision-making of the nomination committee and provide relevant materials for the meeting of the nomination committee.
Article 14 selection 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 directors and senior managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and senior managers within the company, its holding subsidiaries and the talent market;
(III) collect the occupation, educational background, professional title, detailed work experience and all part-time jobs of the candidates and form written materials;
(IV) seek the nominee’s consent to the nomination, otherwise they cannot be selected as directors and senior managers;
(V) 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;
(VI) one to two months before the election of new directors and the appointment of new senior managers, put forward suggestions and relevant materials to the board of directors on candidates for directors and new senior managers;
(VII) carry out other follow-up work according to the decisions and feedback of the board of directors.
Chapter V rules of procedure
Article 15 the meeting of the nomination committee shall be held as necessary. When the nomination committee holds a meeting, it shall notify all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust other members to preside on his behalf.
Article 16 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 17 the voting method of the nomination committee meeting is a show of hands or voting; The meeting of the nomination committee may be held by means of communication voting. If the meeting is held by means of communication voting, the members’ signature on the meeting resolution shall be deemed to have attended the relevant meeting and agreed to the contents of the meeting resolution.
Article 18 the nomination committee may invite other directors, supervisors, senior managers or other personnel of the company to attend the meeting as nonvoting delegates if necessary.
Article 19 if necessary, the nomination committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 20 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 21 the meeting of the nomination committee shall have written records, which shall be signed by the members attending the meeting; The minutes of the meeting shall be kept by the Securities Department of the company for 10 years.
Article 22 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 23 all members present at the meeting are obliged to keep confidential the matters discussed at the meeting, shall not disclose relevant information without authorization, and shall strictly abide by the relevant provisions of the measures for the administration of information disclosure of listed companies.
Chapter VI supplementary provisions
Article 24 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 or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 25 the right to terminate these working rules belongs to the board of directors of the company.
Article 26 these working rules shall come into force and be implemented after being deliberated and adopted by the board of directors.
