Chapter 1 General Principles
Article 1
To standardize the selection of leadership personnel at Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as "the Company"), optimize the composition of the board of directors, and improve the corporate governance structure, the Company establishes the Nomination Committee of the Board of Directors and formulates these work 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 Code of Corporate Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as "the Articles of Association") and the Company's Rules of Procedure for Board Meetings.
Article 2
The Nomination Committee is a specialized working body established by the board of directors in accordance with relevant laws and regulations, responsible to the board and reporting on its work. It is mainly responsible for selecting candidates for the Company's directors and senior management personnel, as well as the selection criteria and procedures.
Article 3
In these rules, "directors" refers to the chairman and directors who receive remuneration from the Company, while "senior management personnel" refers to the general manager, deputy general managers, board secretary, financial officer, and other senior management personnel as stipulated in the Articles of Association.
Chapter 2 Composition
Article 4
The Nomination Committee consists of three directors, with independent directors making up the majority.
Article 5
Committee members (hereinafter referred to as "members") are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by a resolution of the board of directors.
Article 6
The Nomination Committee has a chairperson (convener) who is an independent director member, responsible for presiding over the committee's work. The chairperson is elected from among the members and must be approved by the board of directors. If the chairperson is unable or refuses to perform their duties, a majority of the members may elect another independent director member to perform the duties.
Article 7
The term of the Nomination Committee is consistent with that of the board of directors. Members may be re-elected upon the expiration of their term. If a member ceases to serve as a director, they automatically lose their membership, and the committee shall supplement the number of members in accordance with Articles 4 to 6 above.