Jiangsu newtage Technology Co., Ltd
Working rules of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to establish and improve the assessment and salary management system for directors (non independent directors) and senior managers of Jiangsu newtage Technology Co., Ltd. (hereinafter referred to as "the company") and improve the corporate governance structure, the company hereby establishes the remuneration and appraisal committee of the board of directors (hereinafter referred to as "the remuneration and appraisal committee").
Article 2 in order to enable the remuneration and assessment committee to carry out its work in a standardized and efficient manner, the board of directors of the company shall, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other relevant laws These detailed rules are formulated in accordance with laws and regulations, normative documents and the relevant provisions of the articles of association of Jiangsu newtager Technology Co., Ltd. (hereinafter referred to as the "articles of association").
Article 3 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying the assessment standards of the company's directors and senior managers, assessing and making suggestions; Be responsible for studying and reviewing the remuneration policies and plans of the company's directors and senior managers, and be responsible to the board of directors.
Article 4 the resolutions made by the committee must comply with the articles of association, these rules and other relevant laws and regulations.
Chapter II personnel composition
Article 5 the remuneration and assessment committee is composed of three directors, including no less than two independent directors.
Article 6 the remuneration and assessment committee shall have a director, who shall be an independent director.
Article 7 the chairman of the remuneration and assessment committee shall be responsible for convening and presiding over the meeting of the Committee. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf.
Article 8 The term of office of the members of the remuneration and assessment committee is the same as that of the directors of the same board of directors.
Article 9 if the number of members of the remuneration and assessment committee is less than the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall elect new members as soon as possible.
Before the number of members reaches the specified number of three, the remuneration and assessment committee shall suspend the exercise of the functions and powers specified in the detailed rules.
Article 10 the provisions of the company law and the articles of association on the obligations of directors are applicable to the members of the remuneration and assessment committee.
Chapter III responsibilities and authorities
Article 11 the remuneration and assessment committee is mainly responsible for studying the assessment standards of the company's directors and senior managers, assessing and making suggestions; Be responsible for studying and reviewing the remuneration policies and plans of the company's directors and senior managers.
Article 12 the remuneration and assessment committee mainly exercises the following functions and powers;
（1） Formulate salary plans and other relevant positions of directors or senior managers according to the importance of the company;
（2） Salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, and main schemes and systems of rewards and punishments;
（3） Review the performance of duties of directors (including 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） Other matters authorized by the board of directors.
Article 13 after reviewing the matters specified in the preceding article of these rules, the salary and assessment committee shall form a resolution of the meeting of the salary and assessment committee and submit it to the board of directors of the company for deliberation together with relevant proposals. Article 14 the remuneration and assessment committee shall exercise its functions and powers in accordance with the relevant provisions of the company law, the articles of association and these detailed rules, and shall not damage the interests of the company and shareholders.
Article 15 when the remuneration and assessment committee performs its duties, the relevant departments of the company shall cooperate, and the expenses required shall be borne by the company.
Article 16 the board of directors shall give full consideration to the suggestions of the remuneration and Assessment Committee on the assessment standards and remuneration policies and schemes of directors and senior managers.
Chapter IV convening and notification of meetings
Article 17 the meetings of the remuneration and assessment committee are divided into regular meetings and temporary meetings.
Article 18 the remuneration and assessment committee shall hold at least one regular meeting in each fiscal year. The chairman of the remuneration and assessment committee or two or more members jointly may request to convene an interim meeting of the Committee.
Article 19 the regular meeting of the remuneration and assessment committee is mainly to discuss and review the remuneration policies and plans, assessment standards, etc. of the company's directors and senior managers.
In addition to the contents specified in the preceding paragraph, the remuneration and assessment committee may also discuss any matter within the scope of its functions and powers and listed in the meeting notice at its regular meeting.
Article 20 Unless otherwise specified in the articles of association or the detailed rules of work, on the premise of ensuring the full expression of opinions of the members, the regular and temporary meetings of the remuneration and assessment committee can adopt the form of on-site meeting or off-site meeting.
If communication voting is adopted, the members of the remuneration and assessment committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution.
Article 21 the salary and assessment committee shall give a notice of the regular meeting five days before the meeting (excluding the day of the meeting), and the interim meeting shall give a notice of the meeting two days before the meeting (excluding the day of the meeting).
Article 22 the office of the board of directors of the company is responsible for issuing the notice of the meeting of the remuneration and assessment committee, and shall issue the notice of the meeting within the time limit specified in the preceding article.
Article 23 the notice of the meeting of the remuneration and assessment committee shall at least include the following contents;
（1） Time and place of the meeting;
（2） Duration of the meeting;
（3） Topics to be discussed at the meeting;
（4） Meeting contact person and contact information;
（5） Date of meeting notice.
Article 24 the notice of the meeting of the remuneration and assessment committee issued by the office of the board of directors of the company shall be accompanied by a complete proposal.
Article 25 the regular and temporary meetings of the remuneration and assessment committee shall be notified in writing, including face-to-face delivery, mail, e-mail and fax. If the notice is sent by mail, e-mail or fax and no written objection is received within two days from the date of sending the notice, the notified person shall be deemed to have received the meeting notice.
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Chapter V discussion and voting procedures
Article 26 the remuneration and assessment committee shall be held only when two or more members are present.
The directors of the company can attend the meeting of the remuneration and assessment committee, but the non member directors have no voting right on the proposal of the meeting.
Article 27 members of the remuneration and assessment committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf.
A member of the remuneration and assessment committee can only entrust one other member to exercise the voting right on his behalf at a time. If two or more members are entrusted to exercise the voting right on his behalf, the entrustment is invalid.
Article 28 If a member of the remuneration and assessment committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 29 the power of attorney shall at least include the following contents:
（1） Name of the client;
（2） Name of the entrusted party;
（3） Matters entrusted by the agent;
（4） Instructions on the exercise of voting rights on the topics of the meeting (approval, opposition, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
（5） The period of authorization;
（6） Date of signing the power of attorney.
The power of attorney shall be signed by the principal and the principal.
Article 30 If a member of the remuneration and assessment committee neither attends the meeting in person nor entrusts other members to attend the meeting on his behalf, he shall be deemed not to attend the relevant meeting.
If a member of the remuneration and assessment committee fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers, and the board of directors of the company may revoke his position as a member.
Article 31 the resolutions made by the remuneration and assessment committee shall be valid only after being approved by more than half of all members (including those who did not attend the meeting).
Each member of the remuneration and assessment committee shall have one vote.
Article 32 after the chairman of the meeting of the remuneration and assessment committee announces the start of the meeting, he shall start to review the contents of the proposal corresponding to each meeting topic in order.
Article 33 The salary and assessment committee can discuss the topics of the meeting in the form of free speech, but pay attention to maintaining the order of the meeting. Speakers shall not use offensive or other insulting or threatening language.
The moderator has the right to decide the time for discussion.
Article 34 the meeting of the remuneration and assessment committee shall adopt the rule of centralized deliberation and sequential voting on the matters discussed, that is, after all the proposals are deliberated by all the members attending the meeting, the proposals shall be voted one by one according to the order of proposal deliberation.
Article 35 If the remuneration and Assessment Committee deems it necessary, it may call other personnel related to the proposal of the meeting to attend the meeting as nonvoting delegates to introduce the situation or express opinions, but non committee members have no right to vote on the proposal.
Article 36 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner; Members shall be responsible for their individual voting.
Article 37 the voting methods of the regular and temporary meetings of the remuneration and assessment committee are written voting, and the voting opinions are consent, objection or abstention.
The salary and assessment committee shall make statistics on the voting results of each proposal and conclude the voting
The results are on record.
Article 38 the meeting of the remuneration and assessment committee shall be recorded by the staff of the office of the board of directors of the company.
Chapter VI meeting resolutions and minutes
Article 39 after each proposal obtains the required number of valid votes, a resolution of the remuneration and assessment committee shall be formed.
The resolution of the remuneration and assessment committee shall come into force after being signed by the members attending the meeting. The effective resolutions of the remuneration and assessment committee shall not be modified or changed in accordance with the legal procedures stipulated in laws, regulations, the articles of association and these detailed rules.
Article 40 the members of the remuneration and assessment committee or the staff of the office of the board of directors designated by them shall inform the board of directors of the relevant situation of the resolution of the meeting no later than the next day of the resolution of the meeting.
Article 41 the written documents of the resolutions of the remuneration and assessment committee shall be kept by the company as the company's archives, and the retention period shall not be less than 5 years during the existence of the company.
Article 42 during the implementation of the resolution of the remuneration and assessment committee, the chairman of the committee or other members designated by the committee shall track and inspect the implementation of the resolution. If any violation of the resolution is found in the inspection, the relevant personnel can be required and urged to correct it. If the relevant personnel do not accept it
