福达股份: 福达股份董事会提名委员会工作细则（2025年8月修订）

General Provisions - The company establishes a Nomination Committee to enhance the scientific and democratic nature of the board election process and optimize the composition of the board [1][2] - The committee's resolutions must comply with the company's articles of association and relevant laws and regulations [1][2] Composition of the Committee - The committee consists of three directors, with more than half being independent directors [4] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [4][5] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing the qualifications of nominees [10][11] - The committee can propose nominations or dismissals of directors and appointments or dismissals of senior management to the board [11][12] Meeting Notifications and Procedures - Committee meetings can be held irregularly, and the convenor is responsible for calling and presiding over the meetings [17][18] - Meeting notifications must include the time, place, agenda, and contact information, and should be sent at least three days in advance [20][21] Voting and Decision-Making Procedures - A quorum of two-thirds of the committee members is required to hold a meeting, and decisions are made by a majority vote [23][28] - Voting is conducted by written ballot, and each member has one vote [34][36] Meeting Records and Resolutions - Meeting records must include the date, attendees, agenda, and voting results, and should be kept for at least ten years [41][9] - Resolutions are effective once announced by the meeting host and signed by attending members [37][38] Conflict of Interest - Committee members must disclose any direct or indirect interests related to the meeting agenda and should recuse themselves from voting if necessary [42][44] Miscellaneous Provisions - Any matters not covered by these rules will follow national laws and regulations, and the rules will be amended accordingly [46][48]