Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the nomination committee of the board of directors
April, 2002
catalogue
Chapter I General Provisions three
Chapter II personnel composition three
Chapter III responsibilities and authorities three
Chapter IV decision making procedures four
Chapter V rules of procedure four
Chapter VI Supplementary Provisions six
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the nomination committee of the board of directors
Chapter I General Provisions
Article 1 in order to regulate the formation of the company's leaders, 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"), the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association"), the governance standards of listed companies and other relevant laws, regulations and normative documents, The company hereby establishes the nomination committee of the board of directors (hereinafter referred to as "Nomination Committee" or "committee") and formulates these rules of procedure.
Article 2 the nomination committee is a special working body established by the board of directors, which is mainly responsible for selecting the candidates, selection criteria and procedures of the company's directors and managers, making suggestions and being responsible to the board of directors.
Article 3 the managers mentioned in these rules of procedure refer to the general manager, deputy general manager, Secretary of the board of directors and other senior managers specified in the articles of association.
Chapter II personnel composition
Article 4 the nomination committee is composed of three directors, two of whom are 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 nominated by the board of directors shall be the same as that of the members nominated by the board of directors. 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.
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 and managers, and put forward suggestions to the board of directors;
(III) selection of qualified directors and senior managers;
(IV) review and make suggestions on candidates for directors and senior managers;
(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. Among them, the nomination of director candidates shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated by the board of directors; Without sufficient reasons or reliable evidence, the controlling shareholders shall fully respect the deliberation and decision of the board of directors and shall not arbitrarily propose alternative directors and senior managers.
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 company's directors and managers, form a backup resolution, submit it to the board of directors for adoption and implement it. The board of directors has the right to reject the suggestions or proposals put forward by the committee that do not comply with laws, regulations and the articles of association.
Article 11 selection procedures of directors and managers:
(I) the nomination committee shall actively communicate with relevant departments of the company, study the company's demand for new directors and managers, and form written materials;
(II) the nomination committee can widely search for candidates for directors and 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) solicit the nominee's consent to the nomination, otherwise he cannot be selected as a director or manager; (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 managers, put forward suggestions and relevant materials to the board of directors on candidates for directors and new 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 meetings of the nomination committee are divided into regular meetings and interim meetings.
The regular meeting shall be held at least once a year, and all members shall be notified 5 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 (independent director) to preside over the meeting.
The interim meeting shall be proposed by the members of the nomination committee. The interim meeting shall be notified to all members 2 days before the meeting, and the interim meeting shall be notified to all members 2 days before the meeting. If it is necessary to convene the meeting urgently due to special reasons, it may not be subject to the above-mentioned notification method and time limit, but the convener shall make an explanation at the meeting. The notice of the nomination committee meeting can be sent by fax, e-mail, telephone, personal or e-mail, and shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) the date on which the meeting notice is issued.
The meeting documents of the nomination committee shall be delivered to all members and relevant participants together with the notice of 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, which shall be signed by the members participating in the meeting; When voting by fax, Internet, telephone and other means of communication, the committee members shall send their written opinions and voting intention on the matters under consideration to the Secretary of the board of directors by mail or fax after signing and confirming. The interim meeting can be held by means of communication voting and signed by the members participating in the meeting.
The effective time limit for voting shall be specified in the communication voting. The members who fail to express their opinions within the specified time limit shall be deemed to have waived their voting rights at the meeting.
The original signed by fax shall be delivered to the Secretary of the board of directors in person or by hand or by post as soon as possible. All the originals signed by the members together constitute an original of the Committee resolution.
Article 15 the nomination committee 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 nomination method, voting procedure and relevant laws and regulations of the company's meeting must be followed.
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 for 10 years.
It will.
Article 20 all members present at the meeting 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 of procedure shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
Article 22 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 of procedure belongs to the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
