General Provisions - The purpose of the work rules is to standardize the selection of directors and senior management personnel, optimize the composition of the board, and improve the corporate governance structure of Zhejiang Fengmao Technology Co., Ltd. [1] - The Nomination Committee is responsible for selecting candidates for directors and senior management, as well as establishing selection criteria and procedures [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors accounting for more than half [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] Responsibilities and Authority - The Nomination Committee proposes recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [3] - If the board does not adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board resolution [3] Meeting Rules - The Nomination Committee meetings are held as needed, with a notice provided three days in advance, unless there are urgent matters [4] - A quorum requires the presence of more than two-thirds of the committee members, and members can delegate their voting rights to other members [4] Documentation and Confidentiality - Meeting records must be signed by attendees and kept as company archives for ten years [5] - All attendees have a confidentiality obligation regarding the matters discussed in the meetings [5] Miscellaneous - Any matters not covered by these rules will follow national laws and regulations, as well as the company's articles of association [5] - The rules take effect upon approval by the board and will be revised as necessary [5]
丰茂股份: 董事会提名委员会工作细则（2025年8月修订）