Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Working rules of the remuneration and assessment committee of the board of directors
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 Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as the “company”) and improve the corporate governance structure, these detailed rules are formulated in accordance with the standards for the governance of listed companies, the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the board of directors of the company shall set up a remuneration and assessment committee, 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 “Directors” as mentioned in the detailed rules refers to the chairman and directors who receive remuneration in the company, and the 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 specified in the articles of association.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of three directors, with independent directors accounting for more than 1 / 2.
Article 5 the members of the remuneration and assessment committee shall be nominated by the chairman, more than 1 / 2 independent directors or 1 / 3 of all directors and elected by the board of directors.
Article 6 the remuneration and assessment committee shall have one convener, who shall be an independent director; The convener shall be elected from among the members and shall be elected after being submitted to the board of directors for approval.
Article 7 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. If any member ceases to serve as a director of the company during the period, his membership will be automatically revoked, and the committee will supplement the number of members in accordance with Articles 4 to 6 above.
Article 8 the Securities Investment Department of the company is responsible for the daily work liaison and meeting organization of the salary and assessment committee.
Chapter III responsibilities and authorities
Article 9 main responsibilities and authorities of the remuneration and assessment committee:
(I) formulate the salary plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises;
(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 evaluation;
(IV) supervise the implementation of the company’s salary system;
(V) other matters authorized by the board of directors.
Article 10 the remuneration and assessment committee has the right to veto the remuneration plan or scheme that damages the interests of shareholders.
Article 11 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 managers shall be submitted to the board of directors for approval.
Chapter IV decision making procedures
Article 12 the relevant functional departments of the company shall be responsible for the preliminary preparations for the decision-making of the salary and assessment committee, and provide the relevant materials 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) provide the operating performance of the business innovation ability and profit making ability of directors and senior managers;
(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) propose the remuneration amount and reward method of directors and senior managers according to the post performance evaluation results and salary distribution policies, and report to the board of directors of the company after voting.
Chapter V rules of procedure
Article 14 the remuneration and assessment committee shall hold a meeting at least once a year and notify all members three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust other members (independent directors) to preside over 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; If necessary, the meeting can be held by means of communication voting.
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 at its meeting, the parties shall withdraw.
Article 20 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 and regulations, the articles of association and these rules.
Article 21 the meeting of the remuneration and assessment committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company for 10 years during the existence of the company.
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 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 24 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 25 the right to interpret these rules belongs to the board of directors of the company.
Article 26 the detailed rules shall come into force as of the date of deliberation and adoption by the board of directors, and shall be amended at the same time.
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
