Shanghai Sk Automation Technology Co.Ltd(688155)
Detailed rules for the implementation of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to establish and improve the remuneration and assessment management system for the directors and senior managers of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) and improve the corporate governance structure of the company, the company hereby establishes the remuneration and assessment committee of the board of directors and formulates these rules in accordance with the company law, the standards for the governance of listed companies, the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors. It is mainly responsible for formulating and assessing the assessment standards of the company’s directors and senior managers, formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers, and being responsible to the board of directors.
Article 3 the term “Directors” as mentioned in these Rules refers to the current directors elected by the general meeting of shareholders of the company, and the senior executives refer to the general manager, chief technical officer, deputy general manager, person in charge of finance, Secretary of the board of directors and other senior managers approved by the board of directors upon the recommendation of the general manager.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of three directors, including two 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 convener (i.e. the chairman), who shall be served by independent directors and be responsible for presiding over the work of the remuneration and assessment committee. The convener shall be appointed by the board of directors.
Article 7 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 manager of the company as stipulated in the company law or the articles of Association;
(II) there has been no public condemnation or declaration of inappropriate candidates by the Shanghai Stock Exchange in the past three years;
(III) there has been no case of administrative punishment by the CSRC for major violations of laws and regulations in the past three years; (IV) have good moral conduct and professional knowledge or working background related to human resource management, enterprise management, finance, law and so on;
(V) comply with other conditions stipulated in relevant laws, regulations or the articles of association.
Article 8 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 9 The term of office of the remuneration and assessment committee is the same as that of each board of directors. Upon expiration of the term of office, the members can be re elected. During the term of office, if a member no longer holds the position of director of the company, he will automatically lose the qualification of a member, and make up the number of members in accordance with Articles 4 to 6 of these rules.
Article 10 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 11 main responsibilities and authorities of the remuneration and assessment committee:
(I) study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions;
(II) study and review the remuneration policies and plans of directors and senior managers;
(III) be responsible for the management of the company’s equity incentive plan;
(IV) review the qualifications, granting conditions and exercise conditions of the personnel granted the equity incentive plan of the company; (V) other matters authorized by the board of directors of the company.
Article 12 If the board of Directors considers that the salary plan or scheme submitted by the salary and assessment committee damages the interests of shareholders of the company, it has the right to veto it.
Chapter IV decision making procedures
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 self-evaluation to the remuneration and assessment committee, and submit their work report and self-evaluation report;
(II) the remuneration and assessment committee shall assess and 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 policy, and report to the board of directors of the company for deliberation or approval after being deliberated and voted by the Committee.
Chapter V rules of procedure
Article 14 the remuneration and assessment committee shall hold at least one regular meeting in each fiscal year and notify all members five days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member to preside over the meeting.
Regular meetings shall be held within four months after the end of the previous fiscal year. An interim committee meeting may be convened upon the proposal of more than half of the members.
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, and each member shall have one vote. Resolutions made at the meeting of the remuneration and assessment committee must be adopted by more than half of all members. Members attending the meeting shall sign on the resolution of the meeting for confirmation.
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) name of the client;
(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. An interim meeting may be held by means of communication voting.
Article 21 the remuneration and appraisal committee may invite directors, supervisors and senior managers of the company to attend the meeting of the remuneration and appraisal committee as nonvoting delegates when it deems necessary.
Article 22 when the remuneration and Assessment Committee deems it necessary, it may hire an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 23 when the remuneration and assessment committee discusses and votes on issues related to the members of the Committee at its meeting, the parties shall avoid discussion and voting.
Article 24 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 of the remuneration and assessment committee shall be kept by the Secretary of the board of directors of the company for a period of ten years. If the impact of relevant matters exceeds ten years, they shall continue to be retained until the impact of the matter disappears.
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 the convener 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.
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 VI avoidance system
Article 28 If the individual member of the remuneration and appraisal committee or his immediate family members or other enterprises controlled by the individual member of the remuneration and appraisal committee and his immediate family have a direct or indirect interest in the topics discussed at the meeting, the member shall disclose the nature and degree of 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.
Article 29 in the event of the circumstances mentioned in the preceding article, the interested Members shall explain the relevant circumstances in detail at the remuneration and assessment committee and make it clear that they withdraw from voting on their own. However, if other members agree after discussion that such interests will not have a significant impact on the voting matters, the interested members may participate in the voting.
Article 30 at the meeting of the remuneration and assessment committee, the proposal shall be deliberated and a resolution shall be made without counting the interested members into the quorum. After the withdrawal of interested members, if the committee does not have the minimum quorum to attend the meeting, all members (including interested members) shall make resolutions on procedural issues such as submitting such proposals to the board of directors for deliberation, and the board of directors of the company shall review such proposals.
Article 31 the minutes and resolutions of the remuneration and assessment committee shall explain the withdrawal of interested members from voting.
Chapter VII supplementary provisions
Article 32 these Rules shall come into force after being deliberated and adopted by the board of directors.
Article 33 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations, normative documents of the CSRC, rules of the Shanghai Stock Exchange and the articles of association. In case of any conflict or inconsistency between these rules and the new laws, administrative regulations, normative documents of CSRC, rules of Shanghai Stock Exchange and the articles of Association issued by the state in the future, the provisions of the newly implemented laws, administrative regulations, normative documents of CSRC, rules of Shanghai Stock Exchange and the articles of association shall prevail.
Article 34 the detailed rules shall be interpreted by the board of directors of the company.
