Dongguan Aohai Technology Co.Ltd(002993)
Implementation rules of the nomination committee
April, 2002
catalogue
Chapter I General Provisions Chapter II personnel composition Chapter III responsibilities and authorities 3 Chapter IV decision making procedures Chapter V rules of procedure 4 Chapter VI Supplementary Provisions five
Dongguan Aohai Technology Co.Ltd(002993)
Implementation rules of the nomination committee
Chapter I General Provisions
Article 1 in order to regulate the selection of directors and senior managers of Dongguan Aohai Technology Co.Ltd(002993) (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 (hereinafter referred to as “the company law”) and the governance standards for listed companies (hereinafter referred to as “the governance standards”) According to the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company 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, 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 chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman is elected by the board of directors.
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 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 Articles 3 to 5 above.
Article 7 the Securities Affairs Department of the company is the daily work organization of the nomination committee, which is responsible for preparing the meeting and preparing the relevant materials of the meeting.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the nomination committee are as follows:
(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 the selection criteria and procedures of directors and senior managers of the company, and put forward suggestions to the board of directors;
(III) extensively search for qualified directors and senior managers;
(IV) review and make suggestions on candidates for directors and senior managers;
(V) other functions and powers authorized by the board of directors.
Article 9 the nomination committee shall be responsible to the board of directors, and the resolution formed by 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 study the election conditions, selection procedures and term of office of the directors and managers of the company in accordance with relevant laws and regulations and the provisions of the articles of association and in combination with the actual situation of the company, form a resolution, submit it to the board of directors for deliberation and approval, and implement it in accordance with it.
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) 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 12 the meeting of the nomination committee shall be held as needed, and all members shall be notified three days before the meeting. It can be held at any time in case of emergency. The meeting shall be convened and presided over by the chairman. If the chairman is unable to attend, he may entrust another member (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 of the nomination committee meeting is show of hands or voting; The meeting can be held by means of communication voting.
Article 15 the Securities Affairs Department of the company may attend the meeting of the nomination committee as nonvoting delegates, and may invite other directors, supervisors and 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 for a period of not less than ten years.
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 members attending the meeting and non voting participants 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 21 these Rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors.
Article 22 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 be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the power of interpretation of these rules belongs to the board of directors of the company.
