Working system of remuneration and assessment committee of the board of directors
(revised 2022)
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of the company and further improve the assessment and salary management system of the company’s senior managers, the remuneration and appraisal committee of the board of directors (hereinafter referred to as the “Remuneration and appraisal committee”) is hereby established in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws, regulations, normative documents and the articles of association, And formulate this working system.
Article 2 the remuneration and Management Committee of the board of directors is mainly responsible for the study of remuneration standards and management policies of senior directors.
Article 3 the term “senior managers” in this system refers to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers recommended by the general manager for approval by the board of directors.
Article 4 the Secretary Office of the board of directors of the company is the counterpart Office of the remuneration and assessment committee, and is responsible for the meeting organization, meeting minutes and file management of the remuneration and assessment committee.
Chapter II personnel composition
Article 5 the remuneration and assessment committee shall be composed of 3 to 5 directors, of which independent directors shall account for more than half.
Article 6 the members of the remuneration and assessment committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 7 the remuneration and assessment committee shall have a convener, who shall be an independent director, who shall be responsible for presiding over the work of the remuneration and assessment committee.
Article 8 The term of office of the remuneration and assessment committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. During this period, if a member no longer holds the position of director of the company, he will automatically lose the qualification of member, and a new member will be elected by the board of directors to make up the number.
Chapter III responsibilities of the Committee
Article 9 the responsibilities of the remuneration and Assessment Committee include the following aspects:
(I) formulate salary plans or schemes according to the management scope, responsibilities, importance and market salary of senior managers;
(II) 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 reward and punishment;
(III) review the performance of senior managers, evaluate their annual performance and determine their annual performance compensation;
(IV) supervise the implementation of the company’s salary system;
(V) other matters authorized by the board of directors.
Article 10 the remuneration plan or scheme of the company’s directors and senior managers shall be submitted to the board of directors for approval. The board of directors has the right to veto compensation plans or schemes that harm the interests of shareholders.
Chapter IV meetings of the Committee
Article 11 the remuneration and assessment committee shall notify all members in writing, fax, e-mail or telephone before holding a meeting as needed.
The meeting is convened and presided over by the convener of the remuneration and assessment committee. When the convener is unable or refuses to perform his duties, he shall appoint a member to perform his duties on his behalf.
Article 12 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members are present.
Article 13 the meeting of the remuneration and assessment committee can be held by on-site meeting or communication, or by a combination of on-site meeting and communication.
The voting method of the meeting is written voting. Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 members of the remuneration and assessment committee shall attend the meeting in person and express clear opinions on the matters under consideration. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust other members to attend and express their opinions on his behalf. The power of attorney must specify the scope and duration of authorization. Each member shall be entrusted by at most one member. If an independent director is unable to attend the meeting in person for some reason, he shall entrust other independent director members to attend the meeting on his behalf.
Article 15 the remuneration and assessment committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the remuneration and assessment committee may employ an intermediary to provide professional advice for its decision-making, and the relevant expenses shall be borne by the company.
Article 17 when the remuneration and assessment committee discusses the topics of relevant members at its meeting, the parties shall withdraw.
Article 18 the convening procedures, voting methods, salary policies and distribution plans adopted at the meeting of the salary and assessment committee must comply with the provisions of relevant laws, regulations, the articles of association and this system.
Article 19 minutes of the meeting of the remuneration and assessment committee shall be made, and the members attending the meeting shall sign on the minutes; The minutes of the meeting shall be kept by the Secretary Office of the board of directors of the company. The storage period shall not be less than 10 years.
Article 20 the deliberation opinions adopted at the meeting of the remuneration and assessment committee shall be submitted to the board of directors of the company in writing.
Article 21 all personnel attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter V supplementary provisions
Article 22 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant systems.
Article 23 in case of any change in relevant laws, regulations, normative documents, articles of association and rules of procedure of the board of directors, resulting in the conflict between the system and the provisions of the above documents, the board of directors shall modify the system in time.
Article 24 the system shall be revised and interpreted by the board of directors of the company.
Article 25 this system shall be implemented from the date of deliberation and approval by the board of directors, and the original working system of the remuneration and assessment committee of the board of directors of Ningbo Dahongying Industrial Investment Co., Ltd. (revised in 2008) shall be abolished at the same time.
