Chapter 1 General Principles
Article 1
To improve the corporate governance structure of Hubei Ping An Electric Technology Co., Ltd. (hereinafter referred to as "the Company"), standardize the selection of senior management personnel, and optimize the composition of the board of directors, the Company establishes a Nomination Committee (hereinafter referred to as "the Committee") in accordance with the Company Law of the People's Republic of China, the Management Measures for Independent Directors of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standard Operation of Main Board Listed Companies, and the Articles of Association of Hubei Ping An Electric Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), among other relevant laws, regulations, and normative documents, and formulates these rules of procedure.
Article 2
The Nomination Committee is a specialized working body established by the board of directors based on board resolutions, primarily responsible for formulating the selection criteria and procedures for the Company's directors and senior management personnel, as well as selecting, reviewing, and recommending candidates for directors and senior management.
Chapter 2 Composition
Article 3
The Nomination Committee consists of five directors, with a majority of the members being independent directors.
Article 4
The members of the Nomination Committee are nominated and voted on by the board of directors.
Article 5
The Committee has one chairperson, who must be an independent director, elected by the board of directors.
Article 6
The chairperson of the Committee is responsible for convening and presiding over Committee meetings. If the chairperson is unable to perform their duties, they may designate another member to act on their behalf. If the chairperson fails to perform their duties and does not designate another member, any member may report the situation to the board of directors, which will designate a member to perform the chairperson's duties.
Article 7
All members of the Nomination Committee are directors of the Company, and their term of office on the Committee is the same as their term as directors, with the possibility of re-election. Members may not be removed 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 resigns or otherwise ceases to be a director, their membership on the Committee automatically terminates. The board of directors shall supplement new members according to the Articles of Association and these rules.
Article 8
The resignation of an independent director will result in a non-compliance with the proportion of independent directors on the Committee. The resigning independent director must continue to perform their duties until a new member is appointed. The Company must complete the supplementary election within sixty days from the occurrence of such events.