Implementation rules of the nomination committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the company’s decision-making and the generation of senior managers, optimize the structure of the board of directors and senior managers, and improve the corporate governance structure of the company. In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the articles of association and other relevant provisions, the company hereby establishes a nomination committee of the board of directors and formulates these implementation rules.
Article 2 the nomination committee of the board of directors is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for selecting the candidates of directors and senior managers of the company and making suggestions to the board of directors.
Chapter II personnel composition
Article 3 the members of the nomination committee shall be composed of five to seven directors, and the independent directors shall account for the majority of the members.
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 chairman (convener) to preside over the work of the Committee; The chairman shall be elected from among the members and shall be held by an independent director and reported to the board of directors for approval.
Article 6 The term of office of the members of the nomination committee is the same as that of the board of directors. Upon expiration of their term of office, members may be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the nomination committee takes the office of the board of directors as its daily office, which is responsible for daily liaison and meeting organization.
Chapter III responsibilities and authorities
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 operation, asset scale and equity structure;
(II) study the selection criteria and procedures of directors and senior managers, and put forward suggestions to the board of directors;
(III) extensively search for qualified directors and senior managers;
(IV) review the candidates for directors and senior managers and make suggestions;
(V) other functions and powers authorized by the board of directors of the company.
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
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 candidates for directors and senior managers of the company, form a backup resolution and submit it to the board of directors for adoption.
Article 11 selection procedures of directors and senior managers:
(I) the nomination committee shall actively communicate and exchange with relevant departments of the company, study the company’s needs for new directors and senior managers, and form written materials or proposals;
(II) the nomination committee can widely collect candidates for directors and senior managers within the company, holding (participating) company or other companies and in the talent market;
(III) collect the candidate’s occupation, education background, professional title, detailed work experience, all positions or part-time jobs, and form written materials;
(IV) the nomination committee held extensive consultations with the company and its shareholders on the proposed nominees.
(V) obtain the nominee’s consent to the nomination, otherwise they cannot be selected as directors and senior managers;
(VI) review the qualifications of the nominated directors and senior management committee according to the conditions of appointment;
(VII) before Electing new directors and appointing new senior managers, put forward suggestions and relevant materials on candidates for directors and newly appointed senior managers to the board of directors;
(VIII) carry out other follow-up work according to the resolutions of the board of directors and feedback.
Chapter V rules of procedure
Article 12 the meeting of the nomination committee shall be held irregularly as required. The notice of the meeting shall be sent to all members by mail or other means 7 days before the meeting. If it is necessary to hold an interim meeting due to emergency, the meeting notice can be sent by mail or other means 2 days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (should be an independent director) to preside over the meeting.
Article 13 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 14 the voting method at the meeting of the nomination committee is a show of hands or voting. The meeting may also be held by means of communication voting.
Article 15 the person in charge of the office of the board of directors may attend the meeting of the nomination committee as nonvoting delegates, and may invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 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 17 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 rules.
Article 18 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 19 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 20 all members present at the meeting shall have the obligation to keep confidential the items discussed at the meeting, and shall not disclose the relevant information of the company without permission before the information is publicly disclosed.
Chapter VI supplementary provisions
Article 21 these Implementation Rules shall be implemented from the date of deliberation and adoption by the board of directors.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these detailed 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 be implemented, and the company will immediately revise these detailed rules and submit them to the board of directors for deliberation and approval.
Article 23 the right to interpret these rules belongs to the board of directors of the company.
