Zheng Quan Zhi Xing·2025-07-15 09:28General Principles - The board of directors' nomination committee is established to regulate the selection of company leadership, optimize the board composition, and improve corporate governance structure [1] - The committee is responsible for researching and formulating internal organizational structure adjustments and proposing candidates for directors and senior management [1] Composition of the Committee - The nomination committee consists of three directors, including two independent directors [2] - The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2] Responsibilities and Authority - The committee is tasked with drafting selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [3] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Decision-Making Procedures - The committee must research and formulate proposals for the internal organizational structure and the selection criteria for directors and senior management, which are then submitted to the board for approval [4] - The selection process for directors and senior management involves multiple steps, including internal and external candidate searches, qualification reviews, and obtaining consent from nominees [4] Meeting Rules - The committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5] - Meetings can be held with prior notice or through urgent communication methods, and the chairperson leads the meetings [5] Additional Provisions - The committee may invite company directors and senior management to attend meetings if necessary [5] - The committee has the authority to hire external advisors for professional opinions, with costs covered by the company [5] - The rules and procedures outlined in the document will take effect upon approval by the board [6]