Zhengzhou Qianwei Central Kitchen Food Co., Ltd.
Board of Directors Nomination Committee Work Rules
Chapter One General Principles
Article 1 In order to improve the decision-making procedures of the Board of Directors of Zhengzhou Qianwei Central Kitchen Food Co., Ltd. (hereinafter referred to as "the Company"), strengthen the effective supervision of the management by the Board of Directors, enhance the corporate governance structure, and fully protect the legitimate rights and interests of the Company and its shareholders, the Company establishes a Nomination Committee (hereinafter referred to as "the Nomination Committee") and formulates these rules in accordance with the "Company Law of the People's Republic of China," the "Articles of Association of Zhengzhou Qianwei Central Kitchen Food Co., Ltd." (hereinafter referred to as "the Articles of Association"), and other relevant laws and regulations.
Article 2 The Nomination Committee is a specialized committee under the Board of Directors and is accountable to the Board of Directors. The Nomination Committee is primarily responsible for formulating the selection criteria, conditions, and procedures for the Company's directors and senior management personnel, selecting and reviewing candidates for directors and senior management personnel, and making recommendations to the Board of Directors on related matters.
Chapter Two Composition of the Nomination Committee
Article 3 The Nomination Committee consists of three directors, including two independent directors. The members of the Nomination Committee are nominated by the Chairman of the Board, more than half of the independent directors, or more than one-third of all directors, and elected by the Board of Directors.
Article 4 The Nomination Committee shall have one convener, who shall be an independent director. The candidate for the convener shall be nominated by more than half of the members of the Nomination Committee and approved and appointed by the Board of Directors. The convener shall exercise the following powers:
(1) Responsible for presiding over the work of the Nomination Committee.
(2) Convene and preside over regular and temporary meetings of the Nomination Committee.
(3) Supervise and inspect the implementation of resolutions made at Nomination Committee meetings.
(4) Sign important documents of the Nomination Committee.
(5) Regularly or according to the work arrangements of the Board of Directors report work to the Board of Directors.
(6) Other powers granted by the Board of Directors.
(7) Other responsibilities that should be performed by the convener of the committee.
Article 5 The term of office of the members of the Nomination Committee is consistent with that of the directors. Members may be re-elected upon expiration of their term.
Before the term of a member expires, they shall not be dismissed without cause unless circumstances arise that are prohibited by laws, regulations, the Articles of Association, or these rules.
If a member no longer serves as a director of the Company, or if circumstances arise that cause a loss of independence for an independent director, the relevant member shall automatically lose their qualification as a member, and the Board of Directors shall fill the vacancy.
If there are changes in the members of the Nomination Committee that also involve changes in the Company's directors, the relevant procedures as stipulated in the Articles of Association must be followed and approved by the shareholders' meeting, and announcements shall be made in accordance with regulatory requirements.
Article 6 The Secretary of the Board of Directors is responsible for the daily work liaison and meeting organization of the Nomination Committee. The Company's Human Resources Management Department also serves as the working body of the Nomination Committee, undertaking specific tasks.