Keeson Technology Corporation Limited(603610)
Rules of procedure of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), optimize the personnel composition of the company and improve the corporate governance structure, the company hereby establishes the nomination committee of the board of directors (hereinafter referred to as “the nomination Committee”) and formulates these working rules in accordance with the company law of the people’s Republic of China, the articles of association of Keeson Technology Corporation Limited(603610) and other relevant provisions.
Article 2 the nomination committee is a special working body under the board of directors, which is mainly responsible for formulating the selection standards and procedures of directors and senior managers of the company, searching for candidates, making choices and making suggestions.
Chapter II personnel composition
Article 3 the members of the nomination committee are composed of three directors, of which independent directors account for the majority and act as the convener.
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.
After the proposal to elect members is passed, the new members will take office immediately after the meeting of the board of directors. Article 5 the nomination committee shall have a chairman, who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for the record.
Article 6 The term of office of the members of the nomination committee is the same as that of the directors. When the term of office expires, the members can be re elected. 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. The board of directors shall add new members in accordance with the articles of association and these rules. Article 7 the Secretary of the board of directors is responsible for the specific coordination between the nomination committee and the board of directors.
Chapter III functions and powers of the nomination committee
Article 8 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) study and formulate the selection criteria and procedures of directors and senior managers, and put forward opinions or suggestions to the board of directors;
(III) widely search for and provide qualified candidates for directors and senior managers;
(IV) examine and verify the candidates for directors and senior managers, and put forward opinions or suggestions;
(V) other matters authorized by the board of directors.
Article 9 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 of the nomination committee
Article 10 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 election conditions, selection procedures and term of office of the company’s directors and senior managers, form a resolution and submit it to the board of directors for deliberation.
Article 11 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 new 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, holding (participating) enterprises 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 on candidates for directors and senior managers to the board of directors;
(VII) carry out other follow-up work according to the decisions and feedback of the board of directors.
Article 12 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.
Chapter V rules of procedure of the nomination committee
Article 13 the meeting of the nomination committee shall be convened on the proposal of the members of the nomination committee. The notice of the meeting shall be sent to all members by hand, fax or mail two days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another independent director to preside over the meeting.
Article 14 the meeting of the nomination committee shall be attended by the members themselves. If the members themselves are unable to attend for some reason, they may entrust other members in writing to attend on their behalf; If a member fails to attend the meeting of the nomination committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
If a member of the nomination committee fails to attend the meeting in person or entrust other members to attend the meeting of the Nomination Committee for two consecutive times, he shall be deemed unable to perform his duties, and the member of the nomination committee shall suggest the board of directors to replace him.
Article 15 the meeting of the nomination committee shall be held only when more than half of the members are present; Each member has one vote; The resolution made at the meeting must be adopted by more than half of all members, and the members present at the meeting must sign the resolution.
Article 16 the voting method at the meeting of the nomination committee is a show of hands or voting; The meeting can be held by means of on-site meeting, network meeting, teleconference, etc.
When the meeting of the nomination committee discusses the issues related to the members of the committee, the related members shall withdraw. The nomination committee meeting can be held when more than half of the unrelated members are present, and the resolutions made at the meeting must be adopted by more than half of the unrelated members; If the number of unrelated members attending the meeting is less than half of the total number of unrelated members of the nomination committee, the matter shall be submitted to the board of directors for deliberation.
Article 17 the nomination committee may invite other directors, supervisors and relevant senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 18 the convening procedures, voting methods and proposals adopted at the meeting of the nomination committee must comply with the provisions of relevant laws, regulations, the articles of association and these detailed rules.
Article 19 the meeting of the nomination committee shall have minutes, which shall be signed by the members attending the meeting; The minutes of the meeting and relevant documents shall be kept by the Secretary of the board of directors of the company for a period of not less than 10 years. Article 20 the proposals, resolutions and votes adopted at the meeting of the nomination committee shall be submitted by the Secretary of the board of directors to the board of directors of the company in writing for deliberation and approval.
Article 21 all members attending the meeting shall be obliged to keep confidential the items discussed at the meeting and shall not disclose relevant information without authorization, otherwise they shall be liable for the adverse consequences arising therefrom.
Chapter VI supplementary provisions
Article 22 “more than” and “at least” in these working rules include this number, and “more than half” does not include this number.
Article 23 unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 24 these Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 25 in case of any matters not covered in these rules or conflict with the provisions of the laws, regulations, the articles of association and the rules of procedure of the board of directors promulgated or amended after the rules come into force, the provisions of the laws, regulations, the articles of association and the rules of procedure of the board of directors shall prevail.
Article 26 the power of interpretation and modification of these rules belongs to the board of directors.
