Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Rules of procedure of the remuneration and assessment committee of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further establish and improve the remuneration and assessment management system of directors and senior managers of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as the “company”), the company formulates these rules of procedure in accordance with relevant national laws, regulations, normative documents and the relevant provisions of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the articles of association, 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 these rules of procedure refers to the directors (non independent directors, the same below) 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 five directors, including independent directors
Article 5 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 6 the remuneration and assessment committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported 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 hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of articles 4 to 6 above. Article 8 the remuneration and appraisal committee shall set up a working group, which is specially responsible for providing relevant information about the company’s operation and the evaluated personnel, preparing the meeting of the remuneration and appraisal committee and implementing the relevant resolutions of the remuneration and appraisal committee. The securities and human resources management department of the company performs the duties of the working group.
Chapter III responsibilities and authorities
Article 9 main responsibilities and authorities of the remuneration and assessment committee:
（1） Formulate salary plans or schemes according to the main scope, responsibilities and importance of the management positions of directors and senior managers; Salary plans or schemes mainly include but are not limited to performance evaluation standards, procedures, main schemes and systems of rewards and punishments, etc;
（2） Formulate equity incentive plans or employee stock ownership plans for directors (non independent directors), supervisors and senior managers of the company in accordance with relevant laws, regulations or normative documents;
（3） Be responsible for the management of the equity plan and employee stock ownership plan, including but not limited to the examination of the qualification, grant conditions and exercise conditions of the personnel of the equity incentive plan;
（4） Review the performance of independent directors and senior managers of the company;
（5） Supervise the implementation of the salary system;
（6） Other matters authorized by the board of directors.
Article 10 the board of directors has the right to veto the compensation plan (scheme) and equity incentive plan or employee stock ownership plan that harm the interests of shareholders.
Article 11 the remuneration plan, equity incentive plan and employee stock ownership plan of the company’s directors and senior managers 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.
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:
（1） Provide the completion of the company’s main financial indicators and business objectives;
（2） Scope of work and main responsibilities of senior managers of the company;
（3） Provide the completion of indicators involved in the job performance evaluation system of directors and senior managers;
（4） Provide the operating performance of the business innovation ability and profit making ability of directors and senior managers;
（5） 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:
（1） The directors and senior managers of the company shall report to the remuneration and assessment committee of the board of directors;
（2） The remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
（3） According to the post performance evaluation results and salary distribution policies, propose the amount of remuneration and reward methods for directors and senior managers, 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 2 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.
When an interim meeting needs to be held due to an emergency, the notice of the meeting may not be subject to the restrictions of the preceding paragraph on the premise that more than two-thirds of the members of the remuneration and assessment committee are present. 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.
Any member of the remuneration and assessment committee who has an interest in the matters discussed at the meeting shall withdraw in advance. If effective deliberation opinions cannot be formed due to the avoidance of members, relevant matters shall be directly deliberated by the board of directors.
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.
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 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, 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.
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 of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 25 these rules of procedure shall be formulated, revised and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company. The original rules of procedure of the remuneration and assessment committee of the board of directors of Lanzhou minbai (Group) Co., Ltd. shall be abolished simultaneously.
