General Principles - The document outlines the work rules for the Nomination Committee of Beijing Wajingke Information Technology Co., Ltd, aiming to standardize the selection of directors and senior management, and improve corporate governance [1][2] - The Nomination Committee is a specialized body under the board of directors, responsible for researching and proposing candidates for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three members, with two being independent directors [2][3] - 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 term of the Nomination Committee aligns with that of the board, and members can be re-elected [2][3] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [3][4] - It must propose nominations or dismissals of directors and appointments or terminations of senior management to the board [3][4] Decision-Making Procedures - The selection process for directors and senior management involves communication with relevant departments, candidate searches, and qualification reviews [4][5] - The committee must submit written reports and proposals to the board for approval [4][5] Meeting Guidelines - Meetings are held as needed, with a requirement for two-thirds of members to be present for decisions [6][7] - Members can attend in person or delegate their voting rights to another member [6][7] Voting and Documentation - Each member has one vote, and decisions require a majority approval [7][8] - Meeting records, including notifications and resolutions, must be maintained for ten years [8][9] Confidentiality and Compliance - Members and attendees are obligated to keep the contents of resolutions confidential until officially disclosed [8][9] - Any matters not covered by these rules will follow national laws and the company's articles of association [9]
挖金客: 董事会提名委员会工作细则（2025年8月修订）