胜宏科技: 董事会提名委员会工作细则（2025年7月修订）

General Provisions - The company establishes a Nomination Committee to standardize the selection of directors and senior management, optimize the board composition, and improve corporate governance [1] - The committee operates under relevant laws and regulations, including the Company Law and the company's articles of association [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [3] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4] - The term of the committee members is the same as that of the current board, with the possibility of re-election [4] Responsibilities and Authority - The Nomination Committee is responsible for researching and proposing candidates for directors and the president, as well as reviewing candidates for other senior management positions [6] - The committee's main responsibilities include researching selection criteria, searching for qualified candidates, and reviewing candidates proposed by the board [10] - The committee is accountable to the board and must submit all research and discussion materials in report form for board review [11] Meeting Procedures - The Nomination Committee holds at least one regular meeting annually, with the possibility of temporary meetings upon request [16] - Meetings can be conducted in person or via remote voting methods, and notifications must be sent out three days in advance [18] - A quorum requires the presence of at least two-thirds of the committee members [20] Voting and Decision-Making - Decisions made by the committee require a majority vote from all members, including those not present [26] - Meeting records must be kept, detailing the meeting's date, attendees, agenda, and voting outcomes [34] - Members have a confidentiality obligation regarding company information until it is publicly disclosed [35] Miscellaneous - The committee's operational expenses are covered by the company [8] - The committee's work rules are subject to applicable laws and the company's articles of association [36] - The board has the authority to interpret these work rules [37]