Chapter 1 General Principles
Article 1
To standardize the selection of directors and senior management personnel of Hengdian Group DMEGC Magnetics 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 a Nomination Committee under the board of directors and formulates these rules of procedure in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for the Governance of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Hengdian Group DMEGC Magnetics Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Nomination Committee is a specialized working body under the board of directors, primarily responsible for formulating the selection criteria and procedures for directors and senior management personnel, as well as selecting and reviewing candidates and their qualifications.
Chapter 2 Composition
Article 3
The Nomination Committee shall consist of at least three directors, with two-thirds of the members being independent directors of the Company.
Article 4
Members of the Nomination Committee shall be nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board of directors.
Article 5
The Nomination Committee shall have one convener, who shall be an independent director responsible for presiding over the committee's work; the convener shall be elected from among the members and approved by the board of directors.
Article 6
The term of the Nomination Committee shall be consistent with that of the board of directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director of the Company during their term, they shall automatically lose their membership, and the committee shall supplement the number of members in accordance with Articles 3 to 5 of these rules.
Article 7
The board secretary's office of the Company shall serve as the daily working body of the Nomination Committee, responsible for preparing meetings and relevant materials.
Chapter 3 Responsibilities and Authority
Article 8
The main responsibilities and authority of the Nomination Committee are as follows:
- To propose suggestions to the board of directors regarding the scale and composition of the board and management based on the Company's operational activities, asset scale, and equity structure;
- To study the selection criteria and procedures for directors and senior management personnel and propose suggestions to the board of directors;
- To select and review candidates for directors and senior management personnel and form clear review opinions;
- To assist the Company in evaluating the work of directors and senior management personnel and propose opinions or suggestions for replacing or dismissing them based on evaluation results;
- To propose candidates for the next board of directors during the board's re-election;
- Other tasks authorized by the board of directors.
Article 9
The main responsibilities of the convener are:
- To convene and preside over committee meetings;
- To supervise and inspect the committee's work;
- To sign relevant documents of the committee;
- To report the committee's work to the board of directors;
- To perform other duties as required by laws, administrative regulations, departmental rules, normative documents, the Articles of Association, the Rules of Procedure for Board Meetings, and these rules.