Chapter 1 General Provisions
Article 1 To establish and regulate the system and procedures for the nomination of directors and senior management personnel of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited," and other relevant laws, regulations, normative documents, and the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Board of Directors hereby establishes the Nomination Committee (hereinafter referred to as the "Committee") and formulates these Work Rules.
Article 2 The Committee is a specialized working body under the Board of Directors of the Company, responsible for formulating the selection standards and procedures for directors and senior management personnel, vetting and reviewing candidates for directors and senior management personnel, and reporting its work to the Board of Directors.
Article 3 These Work Rules apply to the Committee and the relevant personnel and departments involved in these Work Rules.
Chapter 2 Composition
Article 4 The Committee shall be composed of 3 directors, of whom independent directors shall constitute more than half, and shall include at least one director of a different gender. Committee members shall be nominated by the Chairman, more than half of the independent directors, or more than one-third of the directors, and elected by more than half of the Board of Directors.
Article 5 The Committee shall have one Chairman (Convener), who shall be an independent director.
Article 6 The term of office of the Committee members shall be the same as the term of office of the same Board of Directors, and the term of office of the members shall be the same as the term of office of the directors. Committee members may be re-elected upon the expiration of their term. If a Committee member no longer holds the position of director of the Company during their term of office, their qualification as a Committee member shall be automatically lost.
Article 7 Committee members may resign to the Board of Directors before the expiration of their term. The resignation report shall include necessary explanations regarding the reasons for resignation and matters that require the attention of the Board of Directors.
Article 8 The composition of the Committee may be adjusted during its term upon the proposal of the Chairman and approval by the Board of Directors. If the number of Committee members falls below the number stipulated in these Work Rules, the Board of Directors shall supplement the number of Committee members in accordance with these Work Rules.