赛微电子: 提名委员会工作细则（2025年7月）

General Principles - The purpose of the Nomination Committee's work rules is to standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure based on relevant laws and regulations [1][2]. Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2][3]. - The committee has a chairperson who must be an independent director, responsible for convening and presiding over committee meetings [1][2]. Responsibilities and Authority - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board on various matters, including nominations and appointments [2][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 resolutions [3]. Work Procedures - The committee is required to meet as needed, with meetings announced three days in advance, and can also hold emergency meetings [6][7]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [7][8]. - The committee may invite company directors and senior management to attend meetings and can hire external advisors for professional opinions if necessary [8][9]. Confidentiality and Conflicts of Interest - All attendees of the committee meetings are bound by confidentiality obligations regarding the matters discussed [8]. - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [8][9]. Amendments and Effectiveness - The rules are subject to interpretation and revision by the board and will take effect upon board approval [9][10].