Chapter 1 General Principles
Article 1
To standardize the selection of directors and senior management personnel of Glodon Company Limited (hereinafter referred to as "the Company"), optimize the composition of the board of directors, improve the corporate governance structure, and fully protect the legitimate rights and interests of the Company and its shareholders, the Company establishes the Nomination and Governance Committee (hereinafter referred to as "the Committee") and formulates these work rules (hereinafter referred to as "these Rules") in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operation of Main Board Listed Companies, the Articles of Association of Glodon Company Limited (hereinafter referred to as "the Articles of Association"), and other relevant regulations.
Article 2
The Committee is a specialized committee under the board of directors and is accountable to the board.
Article 3
The main responsibilities of the Committee include formulating selection criteria and procedures for the Company's directors and senior management personnel, selecting and reviewing candidates for directors and senior management, making recommendations on the nomination or dismissal of directors, and the hiring or firing of senior management personnel, as well as researching and advising on corporate governance matters.
Chapter 2 Composition of the Committee
Article 4
The Committee consists of three directors, with at least two being independent directors.
Article 5
Committee members are nominated by the chairman or more than half of the independent directors or more than one-third of all directors (the term "more than" includes the number itself) and elected by the board of directors.
Article 6
The Committee shall have one convener, who shall be an independent director. The convener is nominated by the chairman and appointed by the board of directors. The convener exercises the following powers:
- Preside over the work of the Committee;
- Convene and preside over regular and temporary meetings of the Committee;
- Supervise and inspect the implementation of the resolutions of the Committee;
- Sign important documents of the Committee;
- Regularly or as per the board's work arrangements report to the board;
- Other powers granted by the board.
Article 7
The term of the Committee members is consistent with that of the directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director before the term expires, they automatically resign from the Committee, and the board shall supplement the number of members in accordance with Articles 4 and 5. Changes in Committee members that also involve changes in directors must be approved by the shareholders' meeting according to the procedures specified in the Articles of Association and announced as required by regulatory provisions.
Article 8
Committee members may concurrently serve in other specialized committees of the board if they have sufficient capability to perform their duties.
Article 9
The secretary of the board is responsible for the daily work liaison and meeting organization of the Committee. The Company's human resources management department also serves as the working body of the Committee, assisting in specific tasks.