Beijing Xunzhong Communication Technology Co., Ltd. (Stock Code: 2597) published an announcement clarifying the composition and operational procedures of its Nomination Committee. According to the document, the committee is a special working body under the Board of Directors responsible for drafting selection criteria for directors and senior management, reviewing candidates’ qualifications, and providing recommendations to the Board.

The announcement specifies that the Nomination Committee must consist of three directors, with at least two serving as independent non-executive directors. Members are nominated by the chairman of the Board or other eligible parties and elected by a majority vote of the Board. One member, either the chairman of the Board or an independent non-executive director, is designated to preside over meetings.

The duties outlined include reviewing the structure and composition of the Board, recommending director and senior management appointments or dismissals, overseeing the Board’s performance assessment, and ensuring compliance with regulatory requirements. If the Board does not adopt recommendations from the committee, the reasons must be recorded.

Key procedural guidelines include requirements for regular or special committee meetings, notice periods for convening meetings, and documentation of discussions. Each member has one vote, and resolutions require more than half of the committee’s votes to pass. Members and attendees are required to maintain confidentiality, and meeting minutes are kept on file for no less than 10 years.

Additional provisions address the nomination process, which involves extensive searches for qualified candidates, confirmation of nominees’ willingness to serve, and consideration of independence criteria. The announcement also outlines steps for exercising oversight if an individual is expected to hold multiple directorships, and it stipulates that at least one director of a different gender must sit on the committee.

The Terms of Reference align with relevant laws, regulatory guidelines, and the enterprise’s Articles of Association. The company states that if any conflict between these terms and applicable regulatory rules arises, the relevant regulations prevail.