Chapter 1 General Principles
Article 1
To further standardize the meeting methods and voting procedures of the Nomination Committee and to enable it to better fulfill its responsibilities, the Board of Directors of the company has formulated these rules in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Independent Directors of Listed Companies, the Corporate Governance Guidelines for Listed Companies, and the Articles of Association of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Articles of Association"), as well as relevant national laws, regulations, and normative documents.
Article 2
The Nomination Committee is a specialized working body under the Board of Directors, primarily responsible for researching and proposing candidates, selection criteria, and procedures for the company's directors and senior management. The Nomination Committee is accountable to the Board of Directors and performs its duties in accordance with the Articles of Association and the authorization of the Board. Proposals from the Nomination Committee must be submitted to the Board for review and decision.
Chapter 2 Composition
Article 3
The Nomination Committee consists of three directors, with independent directors making up the majority and serving as the convener. Members of the Nomination Committee are elected by the Board of Directors.
Article 4
The Nomination Committee shall have one convener. The convener is responsible for convening and presiding over meetings of the Nomination Committee. If the convener is unable to perform their duties, they shall designate another member to act on their behalf. If the convener neither performs their duties nor designates another member, a member shall be elected by a majority of the Nomination Committee members to perform the duties of the convener.
Article 5
Members of the Nomination Committee must meet the following conditions:
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They do not have any circumstances that disqualify them from serving as directors or senior management as stipulated by the Company Law or the Articles of Association;
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They have not been publicly reprimanded or declared unsuitable by a securities exchange in the past three years;
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They have not been administratively punished by the China Securities Regulatory Commission for significant violations in the past three years;
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They possess good moral character and relevant professional knowledge or work experience in human resources management, corporate management, finance, law, or other related fields;
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They meet other conditions stipulated by relevant laws, regulations, or the Articles of Association.
Article 6
The term of office for members of the Nomination Committee is the same as that of the directors of the same Board. Members may be re-elected upon the expiration of their term. Members may not be dismissed without cause before their term expires unless circumstances arise that disqualify them from serving as stipulated by the Company Law, the Articles of Association, or these rules. If a member ceases to serve as a director, they automatically lose their qualification as a committee member.
Article 7
If the number of members of the Nomination Committee falls below two-thirds of the required number due to resignation, dismissal, or other reasons, the Board of Directors shall promptly elect new members. Until new members are appointed, the original members shall continue to perform their duties.