Shanghai Sk Automation Technology Co.Ltd(688155)
Implementation rules of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to standardize and improve the selection of directors and senior managers of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”), optimize the composition of the board of directors and management, and improve the corporate governance structure of the company, the company hereby establishes the nomination committee of the board of directors and formulates these rules in accordance with the company law, the standards for the governance of listed companies, the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 the nomination committee of the board of directors is a special working body established by 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.
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 of the board of directors, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the nomination committee shall have a convener (i.e. the chairman), who shall be served by independent directors and be responsible for presiding over the work of the nomination committee. The convener shall be appointed by the board of directors.
Article 6 members of the nomination committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
(II) there has been no public condemnation or declaration of inappropriate candidates by the Shanghai Stock Exchange in the past three years;
(III) there has been no administrative punishment imposed by the CSRC for major violations of laws and regulations in the past three years;
(IV) have good moral conduct and professional knowledge or working background related to human resource management, enterprise management, finance, law and so on;
(V) meet other conditions specified in relevant laws and regulations or the articles of association.
Article 7 a person who does not meet the conditions for holding a post specified in the preceding Article shall not be elected as a member of the nomination committee. In addition, if a member of the nomination committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
Article 8 The term of office of the nomination committee is the same as that of each board of directors. When the term of office expires, the members can be re elected. During the term of office, if a member no longer holds the position of director of the company, he will automatically lose the qualification of a member and make up the number of members in accordance with Articles 3 to 5 of these rules.
Article 9 if the number of members of the nomination committee is less than two-thirds of the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall appoint 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 the functions and powers specified in these detailed rules. Article 10 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 11 main responsibilities and authorities of the nomination committee:
(I) study the selection criteria and procedures of directors and senior managers and put forward suggestions;
(II) selecting qualified candidates for directors and senior managers;
(III) review the candidates for directors and senior managers and put forward suggestions.
Article 12 the board of directors shall fully respect the recommendations of the Nomination Committee on the nomination of candidates for directors and managers, and shall not shelve the candidates for directors and managers nominated by the nomination committee without sufficient reasons or reliable evidence.
Article 13 when the nomination committee performs its duties, the relevant departments of the company shall cooperate, and the necessary expenses shall be borne by the company.
Chapter IV decision making procedures
Article 14 the nomination committee shall, in accordance with relevant laws and regulations, relevant rules of Shanghai Stock Exchange 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 resolution, submit it to the board of directors for adoption and implement it.
Article 15 election procedures of directors and senior managers:
(I) the nomination committee shall actively communicate with relevant departments of the company to study the company’s requirements for new directors and senior executives
(II) candidates for directors and senior management of the company can be widely nominated in the internal 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 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 convening and notification of meetings
Article 16 the nomination committee shall hold at least one regular meeting in each fiscal year and notify all members 2 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 to preside over the meeting.
Regular meetings shall be held within four months after the end of the previous fiscal year. An interim committee meeting may be convened upon the proposal of more than half of the members.
Article 17 the notice of the nomination committee meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) topics to be discussed at the meeting;
(III) meeting contact person and contact information;
(IV) duration of the meeting;
(V) date of meeting notice.
Article 18 the voting method of the nomination committee meeting is a show of hands or voting, and the interim meeting can be held by means of communication voting. If the meeting is held by means of communication, the voting method is signature.
The host of the on-site meeting shall make statistics on the voting results of each proposal and publish them on the spot, and the meeting recorder shall record the voting results.
Article 19 the nomination committee may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 20 when 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.
Chapter VI rules of procedure and voting procedures
Article 21 the meeting of the nomination committee can be held only when more than two-thirds of the members are present, and each member has one vote. The resolution made at the meeting of the nomination committee must be adopted by more than half of all members.
Members attending the meeting of the nomination committee shall sign on the resolution of the meeting for confirmation.
The directors of the company may attend the meeting of the nomination committee, but the non member directors have no voting right on the proposal of the meeting. Article 22 members of the nomination committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf. If a member of the nomination committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 23 the power of attorney shall be signed by the principal and the principal, and shall at least include the following contents: (I) the name of the principal;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 24 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 25 the meeting of the nomination committee adopts the rule of centralized deliberation and sequential voting on the matters discussed, that is, after all the proposals have been deliberated by all the members attending the meeting, the proposals shall be voted one by one according to the order of proposal deliberation. Chapter VII meeting resolutions and minutes
Article 26 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting. The minutes of the nomination committee meeting shall be kept by the Secretary of the board of directors for ten years. If the impact of relevant matters exceeds ten years, they shall continue to be kept until the impact of the matter disappears.
Article 27 the minutes of the nomination committee shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting, if entrusted to attend the meeting by others, shall be specified;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the number of votes for or against each proposal and the result of voting;
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 28 for the proposals and voting results adopted at the meeting of the nomination committee, the convener of the nomination committee or the Secretary of the board of directors of the company shall inform the board of directors of the relevant information of the resolution of the meeting no later than the next day after the resolution of the meeting takes effect.
Article 29 all personnel attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VIII avoidance system
Article 30 If a member of the nomination committee or his immediate family members or other enterprises controlled by a member of the nomination committee and his immediate family members have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the nomination committee as soon as possible.
Article 31 in the event of the circumstances mentioned in the preceding article, the interested Members shall explain the relevant circumstances in detail at the meeting of the nomination committee and make it clear that they withdraw from voting on their own. However, if other members of the nomination committee agree after discussion that such interests will not have a significant impact on the voting matters, the interested members may participate in the voting. If the board of directors of the company considers that it is inappropriate for interested members in the preceding paragraph to participate in the voting, it may revoke the voting results of relevant proposals and require non interested members to vote on relevant proposals again.
Article 32 the meeting of the nomination committee shall deliberate on the proposal and make a resolution without counting the interested members into the quorum. After the withdrawal of interested members, if the nomination committee does not have the minimum quorum to attend the meeting, all members (including interested members) shall submit such proposals to the company.
The board of directors shall make resolutions on procedural issues such as deliberation, and the board of directors of the company shall deliberate these proposals. Article 33 the minutes and resolutions of the nomination committee shall indicate that the interested members are not included in the quorum and do not participate in the voting.
Chapter IX supplementary provisions
Article 34 these Rules shall come into force after being deliberated and adopted by the board of directors.
Article 35 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations, normative documents of the CSRC, rules of the Shanghai Stock Exchange and the articles of association. In case of any conflict between these detailed rules and the laws, administrative regulations, normative documents of CSRC and the provisions of Shanghai Stock Exchange or the articles of association, the relevant laws, administrative regulations, normative documents of CSRC and the rules of Shanghai Stock Exchange or the articles of association shall prevail.
Article 36 the detailed rules shall be interpreted by the board of directors of the company.
