证券研究报告·公司点评报告·游戏Ⅱ 三七互娱（002555） 2024 年半年报点评：业绩稳健增长，连续季 度分红回报股东 2024 年 08 月 29 日 买入（维持） | --- | --- | --- | --- | --- | --- | |----------------------------|-------|---------|-------|-------|-------| | 盈利预测与估值 [Table_EPS] | 2022A | 2023A | 2024E | 2025E | 2026E | | 营业总收入（百万元） | 16406 | 16547 | 18521 | 20341 | 21416 | | 同比（%） | 1.17 | 0.86 | 11.93 | 9.83 | 5.29 | | 归母净利润（百万元） | 2954 | 2659 | 2676 | 3061 | 3454 | | 同比（%） | 2.74 | (10.01) | 0.66 | 14.36 | 12.85 | | EPS-最新摊薄（元/股） | 1.33 | 1.20 | 1.21 | 1.38 | 1.56 ...

丨证券研究报告丨 公司研究丨点评报告丨三七互娱（002555.SZ） [Table_Title] 流水整体稳健，业绩持续改善，连续季度高分红 报告要点 | --- | |-------------------------------------------------------------------------------------| | [Table_Summary] 公司披露 24Q2 业绩，24Q2 实现营收 44.82 亿（同比+12.16%，环比-5.65% | | 6.48 亿（同比+43.63%，环比+5.25%），扣非净利润 6.59 亿（同比+47.99%，环比 | | 公司拟每 10 股派 2.1 元，合计派发现金红利 4.66 亿元，占公司 Q2 净利润约 72% | | 戏赛道优势延续，存量游戏表现稳健，上半年境外游戏收入环比增长，海外新游逐渐起量，前 | | 期投放或陆续回收叠加投放优化，Q2 业绩继续环比改善。 | 分析师及联系人 [Table_Author] 高超 杨云祺 SAC：S0490516080001 SFC：BUX177 三七互娱（002555.SZ） cjzqd ...

2024 年 08 月 27 日 公司点评 增持/维持 三七互娱(002555) 昨收盘:13.67 传媒互联网 24Q2 业绩企稳，连续分红回馈投资者 事件： | --- | |---------------------------------------------------------------| | 公司 2024H1 实现营收 92.32 亿元，同比增长 18.96%；归母净利润 | | 亿元，同比增长 3.15%；归母扣非净利润 12.75 亿元，同比增长 | | 其中，2024Q2 实现营收 44.82 亿元，同比增长 12.16%；归母净利润 | | 亿元，同比增长 43.63%；归母扣非净利润 6.59 亿元，同比增长 | | --- | |----------------------------------------------------------------------| | ➢ 2024H1 营收同增 18.96%，Q2 营收环比下降-5.65% | | 2024H1 公司营收同比增长 18.96%，主要系 2023 下半年上线的小游戏《寻 | | 道大千》、《灵魂序章》、《 ...

| --- | --- | --- | |--------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------| | 24Q2 | | 业绩良性增长，净利率持续回升 | | [Table_Rank] 投资评级：买入（维持） | | 主要观点： | | 报告日期： 2024-08-27 | | ⚫[Table_Summary] 业绩简评： | | [Table_BaseData] 收盘价（元） | 13.67 | 公司发布 2024 年半年报。24H1,公司营业收入 92.32 亿元，同比 | | 近 12 个月最高/最低（元） | 26.88/12.04 | 增长 18.96%；归母净利润为 12.65 亿元，同比增长 3.15%；扣非归母 | | 总股本（百万股） | 2,218 | 净利润为 ...

持续高分红，期待买量回收 | --- | |-----------------------------| | 华泰研究 | | 2024 年 8 月 27 日│中国内地 | 研究员 朱珺 SAC No. S0570520040004 SFC No. BPX711 zhujun016731@htsc.com +(86) 10 6321 1166 研究员 吴珺 SAC No. S0570523100001 wujun023190@htsc.com +(86) 755 8249 2388 24H1 扣非净利同增 14%，维持"买入"评级 公司发布半年报：24H1 营收 92.32 亿元（yoy+18.96%），归母净利 12.65 亿元（yoy+3.15%），扣非归母净利 12.75 亿元（yoy+14.27%）。其中 Q2 营收 44.82 亿元（yoy+12.16%，qoq-5.65%），归母净利 6.48 亿元 （yoy+43.63%，qoq+5.25%）。公司拟每 10 股派送现金股利 2.10 元（含 税），现金分红总额 4.66 亿元。考虑到产品上线节奏及较大的买量投放，我 们下调 24-26 年归母净 ...

证券研究报告-中报点评 买入(维持) 市场数据(2024-08-26) | --- | --- | |----------------------|----------------------| | 收盘价(元) | 12.43 | | 一年内最高/最低(元) | 26.68/12.18 | | 沪深 300 指数 | 3,324.22 | | 市净率(倍) | 2.18 | | 流通市值(亿元) | 199.45 | | 基础数据(2024-06-30) | | | 每股净资产(元) | 5.70 | | 每股经营现金流(元) | 0.96 | | 毛利率(%) | 79.63 | | 净资产收益率_摊薄(%) | 10.00 | | 资产负债率(%) | 34.02 | | 总股本/流通股(万股) | 221,786.43/160,459.3 | | | 9 | | B 股/H 股(万股) | 0.00/0.00 | 个股相对沪深 300 指数表现 三七互娱 沪深300 -49% -41% -33% -25% -17% -10% -2% 6% 2023.08 2023.12 2024.04 2024.08 ...

Investment Rating - The report maintains a "Buy" rating for the company [3] Core Views - The company achieved effective cost control in Q2 2024, with significant reductions in sales, management, and financial expenses [1] - The company's long-term operational capabilities for existing games have strengthened, with notable performance in overseas markets and significant efficiency improvements from AI tools [1] - The company's overseas business saw an increase in gross margin, with its SLG (Strategy Game) segment continuing to solidify its advantages [1] Financial Performance - In H1 2024, the company reported revenue of RMB 9.232 billion, a YoY increase of 18.96%, and net profit attributable to shareholders of RMB 1.265 billion, a YoY increase of 3.15% [1] - In Q2 2024, the company's revenue was RMB 4.482 billion, a YoY increase of 12.16%, and net profit attributable to shareholders was RMB 648 million, a YoY increase of 43.63% [1] - The company's gross margin in Q2 2024 was 77.41%, a decrease of 4.31 percentage points QoQ [1] Game Performance and Strategy - The company's self-developed card game "Douluo Continent: Soul Master Showdown" and MMORPG "Ren Xiu Xian Zhuan: Xiu Pian" successfully activated user engagement through new content and IP-driven strategies [1] - The company's overseas revenue in H1 2024 was RMB 2.898 billion, a YoY decrease of 4.27%, but the gross margin for overseas business increased by 3.32 percentage points to 76.13% [1] - The company launched new SLG games such as "MechaDomination" and "Puzzles & Chaos," which performed well in global markets, entering the top 20 strategy game charts in multiple regions [1] AI and Operational Efficiency - The company's internal AI tool "Xiao Qi" was upgraded, covering functions such as querying, graphic design, translation, and data analysis, with over 90% employee coverage, significantly improving operational efficiency [1] - The company is exploring AI-driven game production, including AI-generated game plots, materials, voiceovers, and music, and is developing intelligent NPC systems and game community content generation platforms [1] Future Projections - The company is expected to achieve revenues of RMB 18.532 billion, RMB 20.571 billion, and RMB 23.245 billion in 2024, 2025, and 2026, respectively, with YoY growth rates of 12.0%, 11.0%, and 13.0% [1] - Net profit attributable to shareholders is projected to be RMB 2.761 billion, RMB 3.202 billion, and RMB 3.780 billion in 2024, 2025, and 2026, with YoY growth rates of 3.9%, 16.0%, and 18.0% [1]

业绩简评 8 月 26 日，公司发布 24 年中报，H1 营收 92.3 亿/yoy+19.0%，， 归母净利 12.6 亿元/yoy+3.2%，扣非归母 12.7 亿元/yoy+14.3%； Q2 收入 44.8 亿元/yoy+12.2%，归母净利润 6.5 亿元/yoy+43.6%， 扣非净利润 6.6 亿元/yoy+48.0%，24 年中期拟现金分红 0.21 元/ 股，截至 1H24，公司分红 2 次，合计现金分红 0.42 元/股。 经营分析 收入：小程序游戏表现突出，Q2 保持双位数增长。1）分产品： H1 手游 89.6 亿/yoy+19.8%，主要系小程序游戏《寻道大千》《灵 魂序章》（斗罗 IP）等表现亮眼，带动收入提升；网页游戏 2.1 亿/yoy-15.5%，预计主要系用户向移动端转移+页游投入减少。2） 分地区：增长主要由国内市场贡献，境外市场稳健。境内收入 63.3 亿/yoy+33.8%；境外收入 29.0 亿/yoy-4.3%。3）逐季度看，Q2 收入同比保持较高速的增长，增速较 Q1 放缓主要系去年 Q2 基数 相对较高，环比-5.65%，在运营游戏表现稳健。 盈利：Q2 销售 ...

Financial Performance - Revenue for the reporting period was RMB 9,231,969,089.44, an increase of 18.96% compared to the same period last year[13] - Net profit attributable to shareholders of the listed company was RMB 1,264,633,578.95, up 3.15% year-on-year[13] - Net cash flow from operating activities was RMB 2,129,183,514.99, a decrease of 8.22% compared to the same period last year[13] - Total assets at the end of the reporting period were RMB 19,331,593,556.82, an increase of 1.03% compared to the end of the previous year[13] - Revenue for the reporting period reached 9.232 billion yuan, a year-on-year increase of 18.96%[24] - Net profit attributable to shareholders, excluding non-recurring gains and losses, was 1.275 billion yuan, up 14.27% year-on-year[24] - Revenue increased by 18.96% YoY to RMB 9,231,969,089.44, driven by strong performance of mobile games such as "Xun Dao Da Qian," "Ba Ye," and "Ling Hun Xu Zhang"[45] - Mobile game revenue accounted for 97.04% of total revenue, growing 19.82% YoY to RMB 8,958,803,229.22[46] - Domestic revenue surged 33.82% YoY to RMB 6,333,847,795.59, representing 68.61% of total revenue[46] - Overseas revenue decreased by 4.27% YoY to RMB 2,898,121,293.85, accounting for 31.39% of total revenue[46] - Sales expenses rose by 25.26% YoY to RMB 5,360,351,377.24 due to increased internet traffic costs for key games[45] - R&D investment decreased by 9.66% YoY to RMB 350,778,127.57 as the company adjusted its strategic game categories[45] - Operating cash flow decreased by 8.22% YoY to RMB 2,129,183,514.99[45] - Investment cash flow decreased by 72.89% YoY to RMB -2,253,026,693.16 due to increased financial product purchases and redemptions[45] - Revenue from the mobile game segment reached 8,958,803,229.22 yuan, a year-on-year increase of 19.82%, with a gross margin of 80.98%[47] - Web game revenue decreased by 15.54% year-on-year to 213,942,038.14 yuan, with a significant increase in operating costs by 126.56%[47] - Domestic revenue increased by 33.82% year-on-year to 6,333,847,795.59 yuan, while overseas revenue decreased by 4.27% to 2,898,121,293.85 yuan[47] - Game sharing costs accounted for 91.04% of total operating costs, increasing by 14.46% year-on-year to 1,712,060,939.88 yuan[48] - Server costs increased by 33.39% year-on-year to 130,404,806.42 yuan due to higher user activity in games like "Xun Dao Da Qian" and "Soul Chapter"[48] - The company's monetary funds decreased by 12.06% to 3,909,071,141.06 yuan, primarily due to cash outflows from investment and financing activities[50] - Intangible assets increased by 4.74% to 1,967,049,751.39 yuan, mainly due to the acquisition of land use rights[50] - The company's overseas assets, including other equity assets and monetary funds, totaled 2,032,992,665.13 yuan, accounting for 16.07% of the company's net assets[51] - The company's investment income was 62,436,738.05 yuan, accounting for 4.25% of total profit, mainly from equity investments and financial products[49] - The company's trading financial assets increased by 3.93% to 2,804,612,941.44 yuan, driven by increased purchases of low-risk bank wealth management products and structured deposits[50] - The fair value of financial assets at the end of the period was RMB 3,969,929,904.58, with a decrease of RMB 34,091,307.29 in fair value changes during the period[52] - The company's total investment during the reporting period was RMB 11,964,977,515.44, a 29.90% increase compared to the same period last year[55] - The company invested RMB 10,000,000 in Guangzi Information Technology (Shanghai) Co., Ltd., acquiring a 0.54% stake[55] - The company invested RMB 20,000,000 in Leixin Technology (Guangzhou) Co., Ltd., acquiring a 1.23% stake[56] - The company invested RMB 35,413,500 in Baichuan Ltd. Friends, acquiring a 0.27% stake[56] - The company invested RMB 21,318,300 in SHIXIANG GLOBAL FLAGSHIP FUND L.P., acquiring a 9.00% stake[56] - The company invested RMB 15,000,000 in Huayi Boao (Beijing) Quantum Technology Co., Ltd., acquiring a 0.79% stake[56] - The total restricted assets at the end of the reporting period amounted to RMB 2,858,511,495.72, including RMB 1,129,038,633.80 in restricted cash[54] - The company's fixed assets of RMB 648,512,436.26 were used as collateral for bank loans[54] - The company's other non-current financial assets increased by RMB 594,215.10 during the reporting period, reaching RMB 917,919,232.30 at the end of the period[52] - The company invested RMB 10 million in Shanghai Lingyu Technology Development Co., Ltd., acquiring a 3.33% stake, focusing on children's education companion robots and pocket reading machines[57] - The company's Guangzhou headquarters building project has accumulated an investment of RMB 1.806 billion, with a project progress of 80%[58] - The company's investment in Chayou Technology (HKEX: 02660) resulted in a loss of RMB 35.37 million, with the ending book value at RMB 40.42 million[59] - The company's investment in Xindong Company (HKEX: 02400) yielded a profit of RMB 17.22 million, with the ending book value at RMB 37.65 million[59] - The company's investment in Huaqiang Fantawild (NEEQ: 834793) incurred a loss of RMB 200,000, with the ending book value at RMB 16.10 million[59] - The company's investment in Chabaidao (HKEX: 02555) resulted in a loss of RMB 37.78 million, with the ending book value at RMB 106.18 million[59] - The total investment in securities amounted to RMB 198.71 million, with a total loss of RMB 56.13 million and an ending book value of RMB 200.35 million[59] - Foreign exchange forward contracts initial investment amount was 696.16 million yuan, with a fair value change loss of -340,900 yuan during the reporting period[60] - The ending amount of foreign exchange forward contracts was 112.19 million yuan, accounting for 0.89% of the company's net assets at the end of the reporting period[60] - The total raised funds from the 2021 non-public stock issuance was 2.93 billion yuan, with a net amount of 2.90 billion yuan[63] - As of June 30, 2024, the balance of the raised funds in the special account was 2.11 billion yuan[63] - The company used 282.98 million yuan of raised funds during the reporting period, with a cumulative usage of 1.03 billion yuan[63] - No changes were made to the use of raised funds during the reporting period, with a cumulative change ratio of 0.00%[63] - The company's hedging strategy effectively reduced the adverse impact of exchange rate fluctuations[60] - The company's internal audit department regularly and irregularly checks the actual transaction contract signing and execution[60] - The company's foreign exchange hedging business follows the principle of locking in exchange rate risks for hedging purposes, not for speculation[60] - The fair value analysis of derivatives uses the market value revaluation report from financial institutions[61] - The total investment in the "Network Game Development and Operation Project" is 154,500万元, with a cumulative investment of 31,895.56万元, achieving 36.50% of the adjusted investment target[64] - The "5G Cloud Gaming Platform Project" has a total investment of 159,500万元, with a cumulative investment of 1,545.44万元, achieving only 1.77% of the adjusted investment target[64] - The "Guangzhou Headquarters Building Project" has a total investment of 115,600万元, with a cumulative investment of 69,889.12万元, achieving 60.46% of the investment target[64] - The company's subsidiary, Anhui 37 JiYu Network Technology Co., Ltd., reported a net profit of 438,283,212.43元, contributing significantly to the overall performance[69] - The subsidiary, 37 Interactive Entertainment (Shanghai) Technology Co., Ltd., reported a net profit of 832,967,267.66元, further boosting the company's financial results[69] - The company acquired Shanghai Tingxiong Network Technology Co., Ltd. through cash purchase, aligning with its strategic planning and promoting business development[70] - The company joined Guangdong Qianxing Zhiqing Venture Capital Partnership (Limited Partnership), which is in line with its strategic planning and beneficial for business growth[70] - The company controls the structured entity "37 Lexin (Guangzhou) Industrial Investment Partnership (Limited Partnership)" with a combined capital contribution of 72.00%[71] - The company also controls the structured entity "Wuhu 37 Interactive Entertainment Wanxin Investment Center (Limited Partnership)" with a combined capital contribution of 77.50%[72] - The company controls 52.94% of the equity in the 37 Technology Investment Fund through its subsidiaries, which is included in the consolidated financial statements[73] - The company controls 96.77% of the equity in the Qianxing Zhiqing Fund through its subsidiary Anhui Taiyun, which is included in the consolidated financial statements[74] - The company faces risks from industry policy changes, particularly in areas such as minor protection and anti-addiction measures, which could impact operations and brand image[74] - The company is implementing a "high-quality, diversified, and globalized" strategy to enhance core competitiveness, focusing on R&D, product innovation, and overseas market expansion[75] - The company is strengthening its talent retention and development through innovative management mechanisms, performance incentives, and comprehensive training programs[78] - The company has upgraded its welfare system to include interest-free loans, health insurance, and a fertility fund of 20,000 RMB per child for employees with over 2 years of service[79] - The company is actively monitoring and investing in cutting-edge technologies to stay ahead of industry trends and mitigate risks associated with technological obsolescence[80] - The company and its executives are under investigation by the China Securities Regulatory Commission for alleged information disclosure violations, with no conclusion yet[81] - The company's cash dividend distribution plan is 2.10 yuan per 10 shares, with a total cash dividend of 465,751,499.01 yuan, accounting for 100% of the total profit distribution[85] - The company's distributable profit is 3,579,382,199.85 yuan, with a total cash dividend (including other methods) of 566,455,938.98 yuan[85] - The third employee stock ownership plan holds 1,161,886 shares, accounting for 0.05% of the company's total shares[87] - The fourth employee stock ownership plan holds 16,301,534 shares, accounting for 0.74% of the company's total shares[86] - The company's 2024 semi-annual share-based payment expense is 40,965,800 yuan[88] - The company aims to achieve carbon neutrality in its operations by 2025 and has set a near-term greenhouse gas reduction target validated by the Science Based Targets initiative (SBTi)[89][90] - The company's fourth employee stock ownership plan's second lock-up period ended on June 29, 2024, and the 2023 performance targets were not met, resulting in no unlocking of shares[88] - The company funded 2,628 outstanding high school students across 7 provinces through the Guangdong Youxin Foundation[91] - The company invested over 250,000 yuan to support the development of specialty industries such as lotus seeds and tea in Anhui, Yunnan, and Guangdong[92] - The company donated 1 million yuan to the First Affiliated Hospital of Sun Yat-sen University as part of a 5 million yuan donation plan[94] - The company completed the third phase of a 1 million yuan donation to support clinical medical talent development[94] - The company organized 25 social volunteer service activities covering areas such as special needs children care and digital literacy education[94] - The company's chairman, Li Weiwei, fulfilled a commitment not to reduce his shareholding within 6 months after completing a share increase[96] - The company and its executives are under investigation by the China Securities Regulatory Commission for suspected information disclosure violations[98] - The company is involved in ongoing litigation with total claims of 6,259,460 yuan as plaintiff and 3,587,430 yuan as defendant[100] - Total daily related-party transactions amounted to 80.1344 million yuan, accounting for a small proportion of similar transactions[103] - The largest related-party transaction was with Guangzhou Xuyang Network Technology Co., Ltd., amounting to 79.3921 million yuan, accounting for 0.86% of similar transactions[103] - The company's new headquarters building project in Guangzhou covers an area of 6,427 square meters with a total construction area of approximately 89,000 square meters[111] - The company leases office spaces totaling 21,821 square meters in Guangzhou and Wuhu[112] - No significant asset or equity acquisition or sale transactions occurred during the reporting period[104] - No co-investment related-party transactions occurred during the reporting period[106] - No non-operating related-party debt or credit transactions occurred during the reporting period[107] - No financial transactions occurred between the company and related financial institutions[108][109] - No significant related-party transactions other than daily operations occurred during the reporting period[110] - No significant guarantees were made during the reporting period[113] - Anhui Leihu Network Technology Co., Ltd. received a guarantee of 10,000 RMB on March 19, 2024, under a 90,000 RMB guarantee limit[114] - Anhui Leihu Network Technology Co., Ltd. received a guarantee of 15,000 RMB on April 18, 2024, under a 90,000 RMB guarantee limit[114] - Anhui Sanqi Network Technology Co., Ltd. received a guarantee of 3,990 RMB on October 26, 2023, under a 60,000 RMB guarantee limit[114] - Anhui Sanqi Network Technology Co., Ltd. received a guarantee of 2,350 RMB on November 23, 2023, under a 60,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 1,700 RMB on March 29, 2023, under a 200,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 3,300 RMB on April 26, 2023, under a 200,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 1,500 RMB on July 7, 2023, under a 180,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 2,000 RMB on July 12, 2023, under a 180,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 1,500 RMB on July 19, 2023, under a 180,000 RMB guarantee limit[114] - Anhui Xuhong Information Technology Co., Ltd. received a guarantee of 3,000 RMB on July 25, 2023, under a 180,000 RMB guarantee limit[114] - The total approved guarantee quota for subsidiaries during the reporting period is 417,000 thousand RMB, with actual guarantees issued amounting to 263,837.22 thousand RMB[116] - The total approved guarantee quota for subsidiaries at the end of the reporting period is 417,000 thousand RMB, with actual guarantee balances totaling 149,809.5 thousand RMB[116] - The total approved guarantee quota for subsidiaries during the reporting period is 233,000 thousand RMB, with actual guarantees issued amounting to 47,456.37 thousand RMB[117] - The total approved guarantee quota for subsidiaries at the end of the reporting period is 233,000 thousand RMB, with actual guarantee balances totaling 11,299.42 thousand RMB[117] - The total approved guarantee quota during the reporting period is 650,000 thousand RMB, with actual guarantees issued amounting to 311,293.59 thousand RMB[117] - The total approved guarantee quota at the end of the reporting period is 650,000 thousand RMB, with actual guarantee balances totaling 161,108.92 thousand RMB[117] - The actual guarantee balance (A4+B4+C4) accounts for 12.74% of the company's net assets[117] - The company's entrusted wealth management products using own funds amount to 160,000 thousand RMB, with an outstanding balance of 40,000 thousand RMB[118] - The company's entrusted wealth management products using raised funds amount to 405,000 thousand RMB, with an outstanding balance of 190,000 thousand RMB[118] - The total entrusted wealth management products amount to 565,000 thousand RMB, with an outstanding balance of 246,000 thousand RMB[118] - The company has a total of 565,000 in entrusted wealth management, with an expected total return of 2,841.13 and an actual return of 2,169.17[120] - The company plans to distribute cash dividends not exceeding 500 million RMB per quarter in 2024, with a total annual dividend

三七互娱董事会提名委员会工作规则 第六条 提名委员会任期与董事会任期一致，委员任期届满，连选可以连任。 期间如有委员不再担任公司董事职务，自动失去委员资格，并由董事会根据上述 第三条至第五条的规定补足委员人数。 第二章 职责权限 三七互娱网络科技集团股份有限公司 董事会提名委员会工作规则 第一条 为规范三七互娱网络科技集团股份有限公司（以下简称"公司"） 董事（包括独立董事）、高级管理人员的产生，优化董事会组成，完善公司治理 结构，根据《中华人民共和国公司法》《上市公司独立董事管理办法》《深圳证 券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号—主板 上市公司规范运作》《三七互娱网络科技集团股份有限公司章程》（以下简称"《公 司章程》"）及其他有关规定，公司特设立董事会提名委员会，并制定本工作规 则。 第二条 董事会提名委员会是董事会设立的专门工作机构，主要职责是拟定 董事、高级管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资 格进行遴选、审核，并就特定事项向董事会提出建议。提名委员会对董事会负责， 依照《公司章程》和董事会授权履行职责，提名委员会的提案应当提交董事会审 议决定 ...