Guangxi Liugong Machinery Co.Ltd(000528) working rules of the remuneration and assessment committee of the board of directors (revised in December 2021)
catalogue
Chapter I General Provisions Chapter II composition of salary and Assessment Committee Chapter III functions, powers and obligations of the remuneration and Assessment Committee Chapter IV working procedures of salary and Assessment Committee Chapter V rules of procedure of salary and Assessment Committee 5 Chapter VI Supplementary Provisions six
Chapter I General Provisions
Article 1 in order to further establish and improve the salary management and assessment system for directors (non independent directors) and senior managers of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as the “company”) and improve the corporate governance structure, the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the governance standards of listed companies The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules In accordance with the provisions of the normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company, the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is established and these detailed rules are formulated.
Article 2 the Remuneration Committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders. The remuneration committee carries out its work under the leadership of the board of directors, is responsible to and reports to the board of directors.
Article 3 the term “Directors” as mentioned in the detailed rules refers to the chairman and directors of the company, and senior managers refer to the chief executive officer (CEO), President, senior vice president, financial director, Secretary of the board of directors and other personnel approved by the board of directors as specified in the articles of association.
Chapter II composition of remuneration and assessment committee
Article 4 the Remuneration Committee is composed of five directors, of which independent directors shall account for the majority.
Members of the Remuneration Committee may be 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. A director who holds office in the company and receives remuneration shall not be a member of the Remuneration Committee.
The Remuneration Committee shall have a chairman (convener) of the Remuneration Committee, who shall be held by an independent director, who shall be responsible for presiding over the work of the Remuneration Committee; it shall be elected by the board of directors.
Article 5 members of the Remuneration Committee shall meet the following conditions:
(i) It is not prohibited from serving as a director, supervisor or senior manager of the company as stipulated in the company law or the articles of Association;
（2） Be familiar with relevant national laws and regulations, have professional knowledge in salary and assessment, and be familiar with the operation and management of the company;
（3） Abide by the principle of integrity, be honest and self disciplined, be loyal to their duties, and actively carry out work to safeguard the rights and interests of the company and shareholders; (IV) have strong comprehensive analysis and judgment ability and independent working ability;
（5） Comply with other conditions specified in relevant laws, regulations, rules, normative documents or the articles of association.
Article 6 The term of office of the Remuneration Committee is consistent with that of the board of directors. A member may be re elected upon expiration of his term of office. During the period, if a member no longer holds the position of director of the company or no longer holds the position of independent director, resulting in the proportion of independent directors of the committee not meeting the provisions of Article 4 of the detailed rules, he will automatically lose the qualification of member. In order to make the composition of the remuneration committee meet the requirements of the detailed rules, the board of directors shall timely make up the number of members in accordance with Articles 4 and 5 of the detailed rules.
Article 7 the Remuneration Committee shall set up a working group, the group leader shall be the person in charge of human resources, and other members of the group shall be composed of the company’s human resources department, the Work Department of the Party committee and the Secretariat of the board of directors. The working group is responsible for providing information about the company’s operation and salary, relevant information about the assessed personnel, and specific affairs of implementing the resolutions and arrangements of the salary Committee. The Secretariat of the board of directors is responsible for planning and preparing the Remuneration Committee meeting, issuing and implementing the relevant resolutions of the Remuneration Committee.
Chapter III functions, powers and obligations of the remuneration and assessment committee
Article 8 the main responsibilities and authorities of the Remuneration Committee are as follows:
(i) Study and formulate salary policies, plans or plans that meet the requirements of establishing incentive and restraint mechanisms for the company’s managers and the board of directors of subsidiaries, and put forward suggestions;
（2） Formulate specific salary plans or plans according to the management positions, responsibilities and importance of directors and senior managers and with reference to the salary levels of relevant positions in other relevant enterprises. The salary plans or plans mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, and main schemes and systems of reward and punishment;
（3） Study and formulate assessment standards for directors and senior managers, review the performance of directors (non independent directors) and senior managers of the company, and conduct annual performance evaluation;
（4） Supervise the implementation of the company’s salary system;
（5） Accept the entrustment of the board of directors and report relevant remuneration matters to the general meeting of shareholders;
（6） Complete other matters related to salary and assessment assigned by the board of directors.
Article 9 the remuneration scheme or plan of the company’s directors proposed by the Remuneration Committee shall be submitted to the board of directors for deliberation and approval, and then submitted to the general meeting of shareholders for deliberation and approval before implementation; The annual salary distribution plan of the company’s senior managers shall be implemented only after being approved by the board of directors.
Article 10 the proposal of the Remuneration Committee shall be submitted by the director of the Remuneration Committee to the board of directors for deliberation. The Remuneration Committee shall submit a work report to the board of directors, which mainly includes:
(i) Suggestions on the establishment of incentive and restraint mechanisms for the company’s managers and the board of directors of subsidiaries, the formulation of remuneration policies, plans or plans, and the analysis and evaluation of the current remuneration system for directors and senior managers;
（2） Assessment and evaluation of directors and senior managers;
（3） Summarize the implementation of relevant remuneration schemes for directors and senior managers of the company during the year;
（4） Proposals and voting results adopted at the Remuneration Committee meeting;
（5） Other matters required to be reported by the board of directors.
Article 11 the Remuneration Committee shall obtain the consent of the board of directors before formulating major remuneration policies or reform plans.
Article 12 the working expenses of the Remuneration Committee shall be included in the company’s budget. If necessary, the remuneration committee can hire intermediaries and other professionals to provide professional opinions for its decision-making. The reasonable expenses incurred by the Remuneration Committee in hiring consultants and professionals when exercising its functions and powers shall be borne by the company. Reasonable expenses incurred by members of the Remuneration Committee in attending the Remuneration Committee meeting shall be paid by the company.
Article 13 the director of the Remuneration Committee shall perform the following duties according to law:
(i) Convene and preside over the Remuneration Committee meeting;
（2） Review and sign the report of the Remuneration Committee;
（3） Check the implementation of the resolutions and recommendations of the Remuneration Committee;
（4） Report to the board of directors on behalf of the Remuneration Committee;
（5） Other duties that should be performed by the director of the Remuneration Committee.
When the director of the Remuneration Committee is unable to perform his duties for some reason, he shall appoint an independent director to exercise his functions and powers on his behalf.
Article 14 in order to ensure that the remuneration committee can effectively perform its duties, all relevant functional departments of the company shall give active cooperation and provide the necessary information in a timely and accurate manner according to the requirements of the Remuneration Committee. When performing its functions and powers, the remuneration committee can take the following measures for the problems found:
(i) Report to the board of directors and give a written notice to correct it;
（2） Require the functional department of the company to verify;
（3） In case of serious violation of laws, administrative regulations, the articles of association or damage to the interests of the company, put forward handling suggestions to the board of directors.
Article 15 members of the Remuneration Committee shall perform the following obligations:
(i) Faithfully perform their duties and safeguard the interests of the company and shareholders in accordance with laws, administrative regulations and the articles of Association; （2） The company’s secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders and the board of directors;
（3） Be responsible for the authenticity, objectivity and compliance of the contents of the reports or documents submitted to the board of directors.
Chapter IV working procedures of salary and assessment committee
Article 16 the Remuneration Committee shall follow the principle of scientific and democratic decision-making, and major matters and important issues shall be decided through collective discussion. Article 17 the working group under the Remuneration Committee shall be responsible for the preliminary preparations for the decision-making of the Remuneration Committee and provide the relevant materials of the company:
(i) Provide the completion of the company’s main financial indicators and business objectives;
（2） Scope of work and main responsibilities of senior management of the company;
（3） Provide the completion of indicators involved in the job performance evaluation system for directors and senior managers;
（4） Provide the business performance of directors and senior managers in terms of business innovation ability and profit making ability;
（5） Provide values assessment and democratic evaluation of directors and senior managers;
（6） Provide relevant calculation basis for formulating the company’s salary distribution plan and distribution method according to the company’s performance.
Article 18 the evaluation procedures of the Remuneration Committee for directors and senior managers:
(i) The directors and senior managers of the company shall report to the Remuneration Committee of the board of directors and make self-evaluation;
（2） The Remuneration Committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
（3） According to the post performance evaluation results and salary distribution policies, propose the compensation amount and reward method of directors and senior managers, and report to the board of directors of the company after voting.
Chapter V rules of procedure of remuneration and assessment committee
Article 19 the Remuneration Committee shall implement the system of regular meetings and temporary meetings. According to the content of the topic, the meeting can be held in a variety of ways, such as on-site meeting, communication meeting, etc.
Article 20 the regular meeting shall be held within three months after the end of the fiscal year, and the main content is to review the evaluation of directors and senior managers and the implementation of salary scheme in the previous year; Propose relevant incentive proposals for directors and senior managers according to the actual operation of the company; Study and formulate the salary and assessment plan for the next year; And other matters to be submitted to the Remuneration Committee for discussion.
Article 21 temporary meetings shall be held irregularly according to work needs. An interim meeting may be held under any of the following circumstances: (I) when proposed by the chairman;
（2） When the director of the Remuneration Committee deems it necessary.
Article 22 the notice of regular meeting shall be issued ten days before the meeting, and the notice of interim meeting shall be issued three days before the meeting.
The Remuneration Committee meeting shall be held only when more than two-thirds of the members are present. Each member has one vote, and the resolution made at the meeting must be adopted by more than half of all members. However, those who must withdraw according to relevant laws and regulations or the articles of association shall withdraw when voting at the meeting.
Article 23 members of the Remuneration Committee shall attend the meeting on time and fully express their opinions on the matters to be discussed or deliberated. If they are unable to attend the meeting for some reason, they may entrust other members in writing to exercise their functions and powers on their behalf. The power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal and the agent. The Remuneration Committee shall request the board of directors to replace the members who do not attend the meeting for two consecutive times or entrust other members to exercise their functions and powers on their behalf.
Article 24 the Remuneration Committee shall make a resolution at the meeting, and the voting method at the on-site meeting shall be a show of hands; The communication meeting can vote by voting.
The Remuneration Committee may also invite directors, supervisors, senior managers and members of the working group to attend the meeting as nonvoting delegates when necessary. The working expenses of the Remuneration Committee shall be included in the company’s budget. If necessary, the remuneration committee can hire intermediaries and other professionals to provide professional opinions for its decision-making. The reasonable expenses incurred by the Remuneration Committee in hiring consultants and professionals when exercising its functions and powers shall be borne by the company. Reasonable expenses incurred by members of the Remuneration Committee in attending the Remuneration Committee meeting shall be paid by the company.
Article 25 the Remuneration Committee meeting shall have clear minutes. The minutes of the meeting shall include the time and place of the meeting, the host, participants, topics, discussion process and voting results (the voting results shall indicate the number of votes for, against or abstaining and their reasons). The members and agents attending the meeting shall sign on the minutes.
Article 26 the minutes, resolutions and relevant meeting materials of the Remuneration Committee shall be kept by the Secretary of the board of directors as the company’s archives for at least ten years during the existence of the company.
Article 27 the proposals and voting results adopted at the Remuneration Committee meeting shall be reported to the board of directors of the company in writing.
Article 28 all personnel attending or attending the meeting as nonvoting delegates shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 29 The term “above” as mentioned in these rules includes this number.
Article 30 in case of any conflict between the relevant provisions of these detailed rules and the newly promulgated relevant laws, administrative regulations, rules, normative documents and the articles of association modified by legal procedures, the provisions of the newly promulgated laws, administrative regulations, rules, normative documents and the articles of association modified by OECD procedures shall prevail.
Article 31 the detailed rules of work are formulated by the board of directors, take effect and come into force from the date of deliberation and adoption by the board of directors, and the same is true when amending.
Article 32 the board of directors shall be responsible for the interpretation of these rules.
Guangxi Liugong Machinery Co.Ltd(000528) December 13, 2021
