Chapter 1 General Principles
Article 1
To standardize the selection of senior management personnel, optimize the composition of the board of directors, and improve corporate governance structure, the company establishes a Nomination Committee in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, the Shenzhen Stock Exchange GEM Listing Rules, and the relevant laws, regulations, and the Articles of Association of Xi'an Pary Power Semiconductor Co., Ltd.
Article 2
The Nomination Committee is a specialized committee under the board of directors, primarily responsible for formulating selection criteria and procedures for directors and senior management personnel, selecting and reviewing candidates for directors and senior management, and making recommendations to the board regarding the nomination or dismissal of directors and the hiring or termination of senior management personnel.
Chapter 2 Composition
Article 3
The Nomination Committee consists of five directors, including three independent directors.
Article 4
Committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of the directors, and elected by the board of directors.
Article 5
The committee has one chairperson, who is an independent director, responsible for presiding over the committee's work; the chairperson is determined by the board of directors.
Article 6
The term of the Nomination Committee is consistent with that of the board of directors. If a member ceases to be a director, they automatically lose their committee membership, and the board will supplement the committee's membership according to Articles 3 to 5 above.
Chapter 3 Responsibilities and Authority
Article 7
The main responsibilities and authority of the Nomination Committee are as follows:
- Research the selection criteria and procedures for directors, general managers, and other senior management personnel, and make recommendations to the board;
- Broadly search for qualified candidates for directors, general managers, and other senior management personnel;
- Select and review candidates for directors, general managers, board secretaries, and other senior management personnel and make recommendations;
- Evaluate the independence of independent directors;
- Make recommendations to the board regarding the appointment or reappointment of directors, general managers, and other senior management personnel, as well as succession planning for directors (especially the chairman), general managers, and senior management;
- Investigate candidates for shareholder representatives and directors appointed or replaced in wholly-owned, holding, or joint-venture subsidiaries, and make recommendations to the board;
- Develop training plans for directors;
- Other matters authorized by the board of directors.