Breo(SH:688793) Zheng Quan Zhi Xing·2025-08-01 16:36General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure [1][2] - The Nomination Committee is a specialized working body of the board, responsible for selecting candidates for directors and senior management, as well as proposing selection criteria and procedures [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [2][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 [2][3] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include proposing suggestions on the size and composition of the board based on the company's operational activities, asset scale, and shareholding structure [2][3] - The committee is tasked with researching selection criteria and procedures for directors and senior management, searching for qualified candidates, and reviewing candidates before making recommendations to the board [2][3] Decision-Making Procedures - The Nomination Committee must submit its decisions to the board for review and approval [3][4] - The committee is required to conduct a thorough selection process for new directors and senior management, including gathering necessary documentation and conducting qualification reviews [6][7] Meeting Rules - Meetings of the Nomination Committee must be notified to all members three days in advance, and can be held urgently if agreed upon by all members [7][8] - 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 other directors, supervisors, and senior management to attend meetings as necessary [7][8] Additional Provisions - The Nomination Committee may hire external agencies for professional advice, with costs covered by the company [7][8] - The committee's meeting records must be kept by the company secretary, and all attendees are bound by confidentiality regarding the matters discussed [7][8]