Huaxi Securities Co.Ltd(002926)
Performance appraisal and salary management system of directors and supervisors
Chapter I General Provisions
Article 1 in order to improve the assessment and salary management system of Huaxi Securities Co.Ltd(002926) (hereinafter referred to as the company), improve the assessment and salary management mechanism of directors and supervisors with clear responsibilities and rights and clear rewards and punishments, and ensure that the directors and supervisors of the company perform their functions and powers according to law, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the standards for the governance of securities companies This system is hereby formulated in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the relevant provisions of the Huaxi Securities Co.Ltd(002926) articles of Association (hereinafter referred to as the articles of association).
Article 2 the term “Directors” in this system includes non independent directors, independent directors and employee directors, and the term “supervisors” in this system includes non employee supervisors and employee supervisors.
Article 3 where a director or supervisor concurrently holds other positions in the company, in addition to the performance assessment and salary management in accordance with this system, he shall also be assessed in accordance with the actual performance of his duties and the relevant systems of the company. The chairman of the board of directors and the chairman of the board of supervisors shall conduct performance appraisal in accordance with the relevant systems of the company.
Article 4 the board of directors and the board of supervisors of the company may propose plans for the adjustment and optimization of this system, which shall be implemented after being approved by the general meeting of shareholders.
Chapter II performance assessment
Article 5 the directors and supervisors shall be assessed annually. The remuneration and Nomination Committee of the board of directors of the company is responsible for organizing the performance assessment of directors and reporting the assessment results to the board of directors of the company for deliberation. The board of supervisors of the company is responsible for organizing the performance assessment of supervisors. The employee directors and employee supervisors shall report the annual assessment results to the employee congress.
Article 6 the directors and supervisors of the company shall fulfill their duties and ensure that they have enough time and energy to perform their duties. The assessment contents of the directors and supervisors of the company include the degree of diligence, ability to perform their duties, honest practice, compliance and good faith practice, practice of industry and corporate culture, whether they are punished by the regulatory authorities, whether they damage the interests of the company, etc. independent directors shall also assess their independence.
Article 7 in case of any of the following circumstances during the performance of directors and supervisors, the performance evaluation of the current year shall be “incompetent”:
(i) Divulging the company’s business secrets and harming the legitimate interests of the company;
（2） Obtaining illegitimate interests in the course of performing their duties, or taking advantage of the status of directors and supervisors to seek private interests;
（3） Subject to administrative punishment by the regulatory authority;
（4） Other serious dereliction of duty recognized by the company or regulatory authorities;
（5） Other circumstances stipulated by laws and regulations.
Chapter III salary management
Article 8 the remuneration level of directors and supervisors of the company shall be determined with reference to the remuneration level of the same industry and in combination with the actual situation of the company.
Article 9 the composition and standard of remuneration of directors and supervisors shall be determined according to the nature of their work, as well as their responsibilities and risks.
The remuneration of external directors and supervisors who work part-time in the company is an annual allowance, which shall be paid by the company in batches on a monthly basis. If the shareholder unit has relevant regulations on the remuneration of its dispatched directors and supervisors, it shall be implemented in accordance with relevant regulations.
Internal directors and supervisors who work full-time in the company shall receive remuneration according to their specific positions and work contents in the company and relevant management measures for remuneration and welfare of the company.
Article 10 if a director or supervisor of the company leaves his post due to change of office, re-election, resignation during his term of office and other reasons, the remuneration payable to the outgoing director or supervisor shall be calculated until the month of departure (inclusive).
Article 11 Where laws and regulations stipulate that the remuneration of directors and supervisors should be postponed, such provisions shall prevail.
Article 12 during the term of office, the company may not pay or partially pay allowances or remuneration under any of the following circumstances:
(i) Being subject to self regulatory measures or disciplinary sanctions by the stock exchange; Violating laws, administrative regulations or other regulatory provisions, being identified as inappropriate candidates by the CSRC and its dispatched offices, revoking their qualifications, imposing administrative penalties, or adopting market prohibition or permanent market prohibition within a certain period of time;
（2） The company suffers major economic or reputation losses due to its wrong decision-making or other reasons, or the company has major violations of laws and disciplines and major risks, and the individual is mainly responsible;
（3） Failing to perform the obligation of diligence in accordance with laws and regulations and the articles of Association;
（4） Other circumstances in which the board of directors of the company determines that it has seriously violated the relevant provisions of the company.
Chapter IV Application of assessment results
Article 13 the performance assessment of directors and supervisors can be divided into three results: “competent”, “basically competent” and “incompetent”.
Article 14 for the directors and supervisors whose assessment results are “incompetent”, the board of directors or the board of supervisors shall submit to the general meeting of shareholders for deliberation and determination whether to continue to serve as directors and supervisors.
Article 15 the board of directors and the board of supervisors of the company shall make special explanations on the performance appraisal and remuneration of directors and supervisors respectively at the annual general meeting of shareholders.
Chapter V supplementary provisions
Article 16 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, rules, normative documents and the articles of association. During the implementation of the system, if the relevant regulatory rules change, they shall be implemented.
Article 17 the system shall come into force after being approved by the board of directors and the board of supervisors of the company and submitted to the general meeting of shareholders for deliberation and approval.
