Chapter One General Principles
Article 1
To standardize the selection of company leadership, optimize the composition of the board of directors, and improve corporate governance structure, the company establishes a Board of Directors Nomination Committee and formulates these rules in accordance with the Company Law of the People's Republic of China, the Shenzhen Stock Exchange Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as the "Hong Kong Listing Rules"), and relevant provisions of the company's articles of association.
Article 2
The Nomination Committee is responsible for formulating the selection criteria and procedures for candidates for directors and senior management, and making recommendations to the board of directors, to which it is directly accountable.
Chapter Two Composition
Article 3
The Nomination Committee shall consist of three to five directors, with independent directors making up the majority and one of them serving as the convener, including at least one director of a different gender.
Article 4
Committee members 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 committee shall have a chairperson and a vice-chairperson, both of whom shall be independent directors. The chairperson is responsible for presiding over the committee's work. If the chairperson is unable to perform their duties, the vice-chairperson shall act on their behalf. The chairperson and vice-chairperson shall be elected from among the committee 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, they automatically lose their committee membership, and the committee shall supplement its membership according to Articles 3 to 5 above.
Article 7
The daily work liaison and meeting organization of the Nomination Committee shall be handled by the relevant departments.
Chapter Three Responsibilities and Authority
Article 8
The main responsibilities and authority of the Nomination Committee are:
- To propose suggestions to the board regarding the personnel and composition of the board based on the company's operational activities, asset scale, and equity structure;
- To study the selection criteria and procedures for directors and senior management and make recommendations to the board;
- To broadly search for qualified candidates for directors and senior management;
- To review and propose suggestions regarding candidates for directors and managers;
- To exercise the powers and responsibilities outlined in the Corporate Governance Code (Appendix C1 of the Hong Kong Listing Rules) (as amended from time to time);
- Other matters authorized by the board of directors.