国晟科技: 董事会提名委员会工作细则（2025年修订）

Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Guosheng Shian Technology Co., Ltd, aimed at optimizing the composition of the board and improving corporate governance [2][3] Group 1: General Provisions - The Nomination Committee is established to standardize the selection process for directors and senior management, based on relevant laws and the company's articles of association [2] - The committee is responsible for proposing selection criteria and procedures for candidates for directors and senior management [2] Group 2: Composition of the Committee - The committee consists of at least three directors, with a majority being independent directors [3] - The committee chair is an independent director appointed by the board, responsible for leading the committee's work [3] Group 3: Responsibilities and Authority - The committee is tasked with drafting selection criteria for directors and senior management, reviewing candidates, and making recommendations to the board [4] - Any decisions made by the committee must be submitted to the board for approval, and if the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] Group 4: Meeting Procedures - Meetings are convened by the committee chair, with notifications sent to all members at least five days in advance [12] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Group 5: Confidentiality and Amendments - All members and attendees of the meetings are bound by confidentiality regarding the matters discussed [24] - Any amendments to the guidelines must be approved by the board and will take effect upon approval [25][26]