Rules of procedure of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to ensure the standardized operation of the company, establish an effective supervision mechanism and incentive mechanism, further establish and improve the assessment and salary management system of the company’s directors, general managers and other senior managers (hereinafter referred to as senior managers), and improve the corporate governance structure, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) These rules are formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, rules, normative documents such as the standards for the governance of listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission) and the relevant provisions of the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the remuneration and assessment committee of the board of directors is a special working organization established by the board of directors in accordance with relevant laws and regulations, which is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior executives; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior executives, and be responsible to the board of directors.
Article 3 the term “Directors” as mentioned in these Rules refers to the chairman and directors who receive remuneration in the company, and the senior executives refer to the general manager, senior deputy general manager, person in charge of Finance and Secretary of the board of directors appointed by the board of directors.
Chapter II members of salary and assessment committee
Article 4 the remuneration and assessment committee shall be composed of three directors of the company, of which independent directors shall account for the majority. Article 5 the members of the first remuneration and assessment committee shall be nominated by the chairman, others by the nomination committee and elected by more than half of the board of directors. The committee shall have a convener, who shall be an independent director nominated by the chairman and elected by the board of directors, who shall be responsible for presiding over the work of the Committee.
Article 6 members of the remuneration and assessment committee must meet the following conditions:
(I) it is not prohibited from serving as a director, supervisor or senior officer of the company as stipulated in the company law or the articles of Association;
(II) in the last three years, there has been no public condemnation by the stock exchange or criticism in more than three circulars or public recognition as inappropriate candidates, and the time limit has not expired;
(III) there has been no administrative penalty imposed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in the past three years;
(IV) there is no situation where the CSRC has taken measures to prohibit the entry into the securities market that may not serve as directors, supervisors and senior executives of listed companies, and the term has not expired;
(V) the case has not been filed by the judicial organ of the people’s Republic of China for suspected violation of the law, or the investigation conclusion has not been made clear by the judicial organ of the people’s Republic of China;
(VI) there is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people’s court;
(VII) have good moral conduct and professional knowledge or working background related to human resource management, enterprise management, finance, law, etc;
(VIII) meet other conditions specified in relevant laws, regulations or the articles of association.
Article 7 a person who does not meet the requirements of the preceding Article shall not be elected as a member of the remuneration and assessment committee.
If a member of the remuneration and assessment committee is unfit for the position specified in the preceding article during his term of office, the member shall resign on his own initiative or be replaced by the board of directors of the company.
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. In order to make the composition of the remuneration and assessment committee meet the requirements of these rules, the board of directors shall make up the number of members in time according to these rules. Before the board of directors makes up the number of members in time according to these rules, the original members still perform relevant functions and powers according to the working system.
Article 9 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 10 the main responsibilities and authorities of the remuneration and assessment committee are as follows:
(I) formulate the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior executives and the salary level of relevant positions in other relevant enterprises. Salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, main schemes and systems of rewards and punishment, etc; (II) supervise the implementation of the company’s salary system;
(III) formulate equity incentive plans for directors (excluding independent directors), senior executives, core technical (business) personnel and other personnel (if necessary) of the company in accordance with relevant laws, regulations or normative documents;
(IV) be responsible for the management of the company’s equity incentive plan;
(V) review the qualification, grant conditions and exercise conditions of the incentive objects of the company’s equity incentive plan;
(VI) other matters authorized by the board of directors of the company.
Article 11 the main responsibilities and authorities of the convener of the remuneration and assessment committee are as follows:
(I) convene and preside over the meeting of salary and assessment committee;
(II) supervise and inspect the implementation of the resolutions of the salary and assessment committee;
(III) sign important documents of salary and assessment committee;
(IV) report to the board of directors regularly;
(V) other functions and powers authorized by the board of directors.
Article 12 the remuneration plan of the company’s directors proposed by the remuneration and assessment committee shall be submitted to the board of directors for approval and submitted to the general meeting of shareholders for deliberation and approval before implementation; The remuneration distribution plan of the company’s senior executives must be submitted to the board of directors for approval; The equity incentive plan formulated by the remuneration and assessment committee shall be reviewed and approved by the board of directors of the company and submitted to the general meeting of shareholders for approval before implementation.
Chapter IV Rules of procedure
Article 13 the meeting of the remuneration and assessment committee shall be notified to all members five days before the meeting is held; An interim meeting may be convened upon the proposal of more than half of the members or the convener, and all members shall be notified three days before the meeting.
Article 14 the meeting shall be presided over by the convener. If the convener is unable to attend the meeting, he may entrust another independent director to preside over the meeting.
Article 15 the notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) duration of the meeting;
(III) topics to be discussed at the meeting;
(IV) meeting contact person and contact information;
(V) date of meeting notice.
Article 16 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members are present. Each member has one vote. The resolution made at the meeting must be adopted by more than half of all the members.
Article 17 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.
If other members are entrusted to attend the meeting and exercise voting rights on their behalf, a power of attorney shall be submitted to the chairman of the meeting, and the power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
Article 18 the power of attorney shall be signed by the principal and the principal, and shall at least include the following contents: (I) the name of the principal;
(II) name of the principal;
(III) entrusted matters;
(IV) instructions on the exercise of voting rights on the topics of the meeting (for, against, abstention) and instructions on whether the entrusted person can vote according to his own will in the absence of specific instructions;
(V) the period of authorization;
(VI) signing date of power of attorney.
Article 19 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 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 duties as a member.
Article 20 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting.
Article 21 the meeting of the remuneration and assessment committee can be held in the form of on-site meeting and communication meeting. Communication meetings include teleconference, video conference and written proposal meeting.
Article 22 when the meeting of the remuneration and assessment committee is held in the form of written proposal, the written proposal shall be sent to all members by fax, express mail or personal delivery. After the members vote on the proposal, the original shall be sent back to the company for filing. If the number of members who sign and agree meets the number specified in these rules, the proposal will become a resolution of the Committee.
Article 23 the remuneration and assessment committee shall hold a meeting, and other directors, supervisors and senior executives of the company may also be invited to attend the meeting as nonvoting delegates when necessary. If necessary, the remuneration and assessment committee can hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 24 the meeting of the remuneration and assessment committee shall have meeting minutes, and form the meeting minutes and meeting resolutions to be submitted to the board of directors after the meeting, and submit them to the board of directors (unless they cannot be submitted due to legal or regulatory restrictions). All members attending the meeting shall sign the minutes and resolutions of the meeting. If the members present at the meeting disagree with the resolution of the meeting, it shall be indicated in the meeting minutes or meeting minutes. The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. During the existence of the company, the retention period shall not be less than 10 years.
Article 25 the minutes of the meeting shall at least include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated;
(III) agenda of the meeting;
(IV) key points of members’ speeches;
(V) the voting method of each resolution or proposal and the voting results indicating the number of votes for, against or abstaining;
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 26 members of the remuneration and assessment committee or the Secretary of the board of directors of the company shall notify the board of directors of the proposals and voting results adopted at the meeting of the remuneration and assessment committee no later than the day after the resolution of the meeting takes effect (unless such notification is impossible due to legal or regulatory restrictions).
Article 27 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 avoidance system
Article 28 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 29 when a member of the remuneration and appraisal committee or his close relatives or other enterprises controlled by the member of the remuneration and appraisal committee and his close relatives have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and extent of the interest to the Committee as soon as possible.
“Close relatives” mentioned in the preceding paragraph refer to spouses, parents and parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses.
Chapter VI supplementary provisions
Article 30 Unless otherwise specified, “above” in these rules includes this number.
Article 31 unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 32 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 33 These Rules shall come into force from the date of deliberation and adoption by the board of directors.
Article 34 The board of directors of the company shall be responsible for the interpretation of these rules.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
