Zhejiang Tiantie Industry Co.Ltd(300587)
Working rules of the nomination committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the nomination procedures of directors, general managers and other senior managers (hereinafter referred to as “senior managers”) and select qualified directors and senior managers for the company, the company hereby establishes the nomination committee of the board of directors and formulates these working rules in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant provisions.
Article 2 the nomination committee is a special committee under the board of directors and is responsible to the board of directors.
Article 3 the nomination committee is responsible for studying the selection criteria and procedures of directors and senior managers and making suggestions; Extensive search for qualified directors and senior managers; Review and make recommendations on candidates for directors and senior managers.
Chapter II personnel composition
Article 4 the nomination committee is composed of three directors, including two independent directors.
Article 5 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 6 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 shall be elected from among the members and reported to the board of directors for approval.
Article 7 The term of office of the members of the nomination committee is consistent with their term of office in the board of directors. Upon expiration of their term of office, 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 the provisions of articles 4 to 5 above.
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 business activities, asset scale and equity structure;
(II) study the selection criteria and procedures of directors, managers and other senior managers, and put forward suggestions to the board of directors;
(III) extensively search for qualified directors, managers and other senior managers;
(IV) review and make suggestions on candidates for directors, managers and other senior managers;
(V) other matters authorized by the board of directors.
Article 9 the nomination committee shall be given sufficient resources to exercise its functions and powers. The nomination committee has the right to require the board of directors and senior managers of the company to provide full support for the work of the nomination committee and answer its questions as soon as possible. The senior management shall support the work of the nomination committee and provide the nomination committee with the information necessary to perform its duties in a timely manner.
Chapter IV Working Rules
Article 10 the meeting of the nomination committee shall be held as required, and all members shall be notified five days before the meeting. If a resolution needs to be made immediately in case of emergency, the convening of an interim meeting for the purpose of the interests of the company may not be limited by the notice method and time limit in this paragraph, but the convener shall make an explanation at the meeting. The meeting shall be 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 11 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 12 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 other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
If a member of the nomination committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting. If a member 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 13 the voting method of the nomination committee meeting is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 14 the nomination committee may hold a meeting and invite other relevant personnel of the company to attend the meeting as nonvoting delegates when necessary. 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.
Article 15 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 rules.
Article 16 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. The storage life shall not be less than ten years.
Article 17 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 18 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not release relevant information without authorization.
Chapter V supplementary provisions
Article 19 matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these working 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 prevail.
Article 20 the board of directors of the company shall be responsible for the formulation, modification and interpretation of these rules, which shall be implemented from the date of deliberation and adoption by the board of directors of the company, and the same shall apply to their modification.
Zhejiang Tiantie Industry Co.Ltd(300587) April 2022
