Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of salary and assessment committee
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system for the directors (non independent directors) and senior managers of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as the “company”) and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The company has set up a remuneration and assessment committee under the board of directors and formulated these Detailed Rules in accordance with the provisions of the standards for the governance of listed companies, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of Association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (hereinafter referred to as the “articles of association”) and other relevant regulations.
Article 2 the remuneration and assessment committee is a special working organization under the board of directors, which is mainly responsible for formulating and assessing the assessment standards of directors and senior managers of the company; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers, and be responsible to the board of directors.
Article 3 the term “director” as mentioned in the detailed rules refers to the chairman and director who receive remuneration in the company; Senior managers refer to the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and other senior managers approved by the board of directors upon the recommendation of the general manager.
Article 4 a working group is set up under the salary and assessment committee, which is specially responsible for providing relevant information about the company’s operation and the evaluated personnel, preparing the meeting of the salary and assessment committee and implementing the relevant resolutions of the salary and assessment committee.
Chapter II personnel composition
Article 5 the remuneration and assessment committee is composed of three directors, including two independent directors.
Article 6 the members of the remuneration and assessment committee shall 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.
Article 7 the remuneration and appraisal committee shall have a chairman (convener), who shall be an independent director, who shall be responsible for convening and presiding over the meetings of the remuneration and appraisal committee. The chairman shall be nominated by more than half of all members and submitted to the board of directors for approval. When the chairman is unable or unable to perform his duties, he shall appoint another member to perform his duties on his behalf; When the chairman neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the chairman of the remuneration and assessment committee.
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, and they can be re elected. Unless the company law, the articles of association or these detailed rules stipulate that he shall not hold the post, he shall not be dismissed without reason. If a member of the Committee ceases to hold the position of director of the company due to resignation or other reasons during the period, his membership will be automatically lost when he ceases to hold the position of director.
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 main responsibilities and authorities of the remuneration and assessment committee:
(I) formulate the remuneration plan or scheme of the company’s directors and 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 duties of directors and senior managers of the company and conduct annual performance appraisal;
(IV) supervise the implementation of the company’s salary system;
(V) formulate and review the company’s equity incentive plan;
(VI) summarize and report the performance of the Remuneration Committee, including the review opinions on the remuneration disclosed by the company’s directors, supervisors and senior managers, and the verification opinions on whether the authorization in the implementation of the company’s equity incentive plan is in compliance and whether the exercise conditions are met;
(VII) other matters authorized by the board of directors.
Article 11 the remuneration plan for directors, supervisors and senior managers of the company and the equity incentive plan of the company proposed by the remuneration and assessment committee shall be reviewed by the board of directors and submitted to the general meeting of shareholders for deliberation and approval before implementation. The salary distribution plan of other personnel shall be submitted to the board of directors for approval.
Chapter IV decision making procedures
Article 12 the working group set up under the salary and assessment committee is responsible for the preliminary preparations for the decision-making of the salary and assessment committee and providing relevant information of the company:
(I) provide the completion of the company’s main financial indicators and business objectives;
(II) work scope and main responsibilities of the company’s senior managers;
(III) provide the completion of indicators involved in the job performance evaluation system of directors and senior managers;
(IV) the performance of directors and the ability of senior managers to make profits;
(V) provide relevant calculation basis for formulating the company’s salary distribution plan and distribution method according to the company’s performance. Article 13 the evaluation procedure of the remuneration and Evaluation Committee for directors and senior managers:
(I) the directors and senior managers of the company shall report their work and make self-evaluation to the remuneration and assessment committee of the board of directors;
(II) the remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
(III) the compensation amount and reward method of directors and senior managers proposed according to the post performance evaluation results and salary distribution policy shall be submitted to the board of directors of the company after voting.
Chapter V rules of procedure
Article 14 the meeting of the remuneration and assessment committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least once a year, and the interim meeting shall be proposed by the remuneration and assessment committee. The regular meeting shall be notified to all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting. The notice of the interim meeting shall be given one day before the meeting.
Article 15 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; Resolutions made at the meeting must be adopted by more than half of all members. Article 16 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting; An interim meeting may be held by means of communication voting. If the meeting is held by means of communication voting, the members’ signature on the meeting resolution shall be deemed to have attended the relevant meeting and agreed to the contents of the meeting resolution.
Article 17 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 18 if necessary, the remuneration and assessment committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 19 when the remuneration and assessment committee discusses the issues related to the members of the committee meeting, the parties shall withdraw.
Article 20 the convening procedures, voting methods and proposals adopted at the meeting of the remuneration and assessment committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 21 the meeting of the remuneration and assessment committee shall be recorded in writing, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Securities Department of the company for 10 years.
Article 22 the proposals and voting results adopted at the meeting of the remuneration and assessment committee shall be reported to the board of directors of the company in writing.
Article 23 members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting, shall not disclose relevant information without authorization, and shall strictly abide by the relevant provisions of the measures for the administration of information disclosure of listed companies.
Chapter VI supplementary provisions
Article 24 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations issued by the state or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 25 the right to interpret the detailed rules belongs to the board of directors of the company.
Article 26 the resolution of the board of directors shall come into force on the date of adoption and implementation of the detailed rules.
