Yifan Pharmaceutical Co.Ltd(002019)
YIFAN PHARMACEUTICAL CO.,LTD.
Rules of procedure of remuneration and assessment committee
(revised in April 2002)
catalogue
Chapter I General Provisions two
Chapter II personnel composition Chapter III responsibilities and authorities Chapter IV convening and notification of the meeting Chapter V discussion and voting procedures of the meeting Chapter VI salary assessment 7 Chapter VII Supplementary Provisions Chapter I General Provisions 8
Article 1 in order to further establish and improve the company’s directors (non independent directors) and senior managers (hereinafter No. 1 – standardized operation of listed companies on the main board, standards for corporate governance of listed companies, Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company has set up a remuneration and assessment committee under the board of directors (hereinafter referred to as the “Remuneration and assessment committee”) and formulated these rules of procedure.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors in accordance with the resolution of the general meeting of shareholders, 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 “senior managers” as mentioned in these rules of procedure refers to the president, vice president, chief financial officer, Secretary of the board of directors and other senior managers approved by the board of directors upon the recommendation of the president.
Chapter II personnel composition
Article 4 the remuneration and assessment committee shall be composed of three directors, of which the independent directors shall account for the majority. Article 5 the members of the remuneration and assessment committee shall be elected by the board of directors and elected by more than half of all directors.
Article 6 the remuneration and assessment committee shall set up a chairman (convener), who shall be served by independent directors and be responsible for presiding over the work of the Committee; The chairman is directly elected by the board of directors from among the members.
Article 7 the provisions of the company law and the articles of association on the qualifications and obligations of directors are applicable to members of the remuneration and assessment committee.
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. Before the expiration of the term of office of the members of the remuneration and assessment committee, they shall not be dismissed without reason unless they are not allowed to hold office as stipulated in the company law and the articles of association. 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 company will make up the number of members according to the provisions of articles 4 to 6 above. Article 9 if the number of members of the remuneration and assessment committee is less than two-thirds of the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall add new members as soon as possible.
Article 10 the remuneration and appraisal committee shall set up a working group (which can be set up in the human resources department) to be 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.
Article 11 the company shall disclose the personnel of the committee, including the composition, professional background and personnel changes.
Chapter III responsibilities and authorities
Article 12 main responsibilities and authorities of the remuneration and assessment committee:
(I) 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, formulate a performance evaluation system suitable for the changes of market environment, a salary policy with competitive advantage, and reward and punishment incentive measures related to business performance; The above compensation policies mainly include but are not limited to the company’s executive compensation management system, the implementation measures for the annual performance appraisal of the company’s directors and executives, the draft equity incentive plan, etc;
(II) review the performance of duties of directors and senior executives of the company and conduct annual performance evaluation; (III) supervise the implementation of the company’s salary system;
(IV) be responsible for the management of the company’s equity incentive plan;
(V) review the qualifications, grant conditions and exercise conditions of the personnel granted the equity incentive plan of the company;
(VI) other matters authorized by the board of directors.
Article 13 the remuneration management system for senior managers formulated by the remuneration and assessment committee shall be implemented after being approved by the board of directors of the company.
Article 14 the remuneration plan for directors formulated by the remuneration and assessment committee shall be submitted to the general meeting of shareholders for approval after being reviewed by the board of directors.
Article 15 the equity incentive plan of the company formulated by the remuneration and assessment committee shall be reviewed by the board of directors and submitted to the general meeting of shareholders for approval.
Article 16 except for the matters that need the approval of the board of directors or the general meeting of shareholders as specified in these rules of procedure, the remuneration and assessment committee has the right to decide other functions and powers specified in Article 12 and matters within the scope of authorization of the board of directors. Article 17 when the remuneration and assessment committee performs its duties, the relevant departments of the company shall cooperate; If necessary, the remuneration and assessment committee can hire an intermediary to provide professional advice, and the relevant expenses shall be borne by the company. Chapter IV convening and notification of meetings
Article 18 the remuneration and assessment committee is divided into regular meetings and temporary meetings.
Within four months after the end of each fiscal year, the remuneration and assessment committee shall hold at least one regular meeting.
The director of the company’s remuneration and assessment committee or two or more (including two) members jointly may request to convene an interim meeting of the remuneration and assessment committee.
Article 19 the regular meeting of the remuneration and appraisal committee is mainly to evaluate the performance indicators of directors and senior managers in the previous year, determine their performance remuneration and rewards according to the evaluation results, and approve the implementation measures for performance appraisal of directors and senior managers in the next year. In addition to the contents specified in the preceding paragraph, the remuneration and assessment committee may also discuss any matter within the scope of its functions and powers and listed in the meeting notice at its regular meeting.
Article 20 the meeting of the remuneration and assessment committee shall be convened and presided over by the chairman of the Committee. When the chairman of the committee is unable or unable to perform his duties, he shall appoint another member to act on his behalf; When the chairman of the Committee 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 of the company designates a member to perform the duties of the chairman of the remuneration and assessment committee. Article 21 the meeting of the remuneration and assessment committee can be held in the form of on-site meeting, or in the form of off-site meeting such as fax, video, videophone and telephone.
Article 22 the salary and assessment committee shall issue a notice of the regular meeting 5 days before the meeting, and the interim meeting shall issue a notice of the meeting 3 days before the meeting.
In case of emergency, if the salary and assessment committee needs to make a decision immediately, for the purpose of the interests of the company, the convening of an interim meeting of the committee may not be limited by the relevant notice method and time limit, but the convener shall make an explanation at the meeting. A meeting of the committee may be convened upon the proposal of more than half of the members.
Article 23 the notice of the meeting of the remuneration and assessment committee 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 24 the meeting of the remuneration and assessment committee can be notified by means of personal delivery, fax, the company’s ERP office system, e-mail, telephone, etc.
If no written objection is received within 2 days from the date of sending the notice by telephone, e-mail and other quick notification methods, the notified person shall be deemed to have received the meeting notice.
Chapter V proceedings and voting procedures of the meeting
Article 25 the remuneration and assessment committee shall be held only when more than two-thirds of the members are present. Directors of the company may attend or attend the meeting of the remuneration and assessment committee as nonvoting delegates, and non member directors have no voting right on the proposal of the meeting.
Article 26 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 a member of the remuneration and assessment committee entrusts other members to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting no later than before the voting of the meeting.
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 of the remuneration and assessment committee fails to attend the meeting for two consecutive times, it shall be deemed that he is unable to properly perform his functions and powers. The board of directors of the company may remove its members.
Article 27 If the remuneration and Appraisal Committee deems it necessary, it may convene other personnel related to the proposal of the meeting to attend the meeting, introduce the situation or express opinions, but non members of the remuneration and appraisal committee have no voting right on the proposal.
Article 28 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner; Members shall be responsible for their individual voting.
Article 29 when a member of the remuneration and assessment committee has a direct or indirect interest in the topic discussed at the meeting, the member shall withdraw from voting on relevant proposals.
After the withdrawal of interested members, if the number of members attending the meeting is less than the number specified in these rules of procedure, the proposal shall be submitted to the board of directors for deliberation. The withdrawal shall be stated in the minutes and resolutions of the audit committee.
Article 30 the meeting shall vote by open ballot. On the premise of ensuring that members can fully express their opinions, the meeting can be conducted by fax, telephone and other communication methods, and resolutions can be made by mail, fax and other means, which shall be signed by the members participating in the meeting. If communication is adopted, the members of the committee who sign the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution. Each member shall have one vote. Resolutions made at the meeting shall be valid only with the consent of more than half of all members (including those who did not attend the meeting).
The chairman of the meeting shall make statistics on the voting results of each proposal and publish them on the spot, and the meeting recorder shall record the voting results.
Article 31 members’ voting intentions are divided into affirmative, negative and abstention. The members attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the convener of the meeting shall require the relevant members to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. If a member votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 32 the meeting of the remuneration and assessment committee shall be recorded in writing, and the members attending the meeting and the recorder shall sign on the meeting minutes. Members present at the meeting shall have the right to request that explanatory records be made on the minutes of their speeches at the meeting.
The minutes of the meeting of the remuneration and assessment committee shall be kept by the Secretariat of the board of directors of the company as the company’s archives for ten years.
Article 33 the minutes of the remuneration and assessment committee 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) voting method and result of each resolution or proposal (the voting result shall indicate the number of votes in favor, against or abstaining);
(VI) other matters that should be explained and recorded in the meeting minutes.
Article 34 The annual work report of the board of directors of the company shall disclose the work contents of the remuneration and assessment committee in the past year, including the convening of meetings and resolutions.
Chapter VI salary assessment
Article 35 the working group under the remuneration and appraisal committee shall coordinate with relevant departments to provide the following written materials to the remuneration and Appraisal Committee for decision-making:
(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 executives;
(III) provide the completion of indicators involved in the job performance evaluation system of directors and senior executives; (IV) provide the business performance of directors and senior executives in terms of business innovation ability and profit making ability;
(V) provide relevant calculation basis for formulating the company’s salary distribution plan and distribution method according to the company’s performance; (VI) provide the company’s annual business plan, investment plan and business objectives.
Article 36 the remuneration and assessment committee shall examine and assess the directors and senior managers;
(I) the directors and senior executives 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 executives according to the performance appraisal methods and procedures;
(III) determine its performance salary and reward within the scope authorized by the board of directors according to the performance evaluation results.
Article 37 the members of the remuneration and assessment committee shall have the obligation to keep confidential the relevant information of the company before such information is made public.
Chapter VII supplementary provisions
Article 38 these rules of procedure shall be implemented from the date of deliberation and approval by the board of directors, and the rules of procedure of the remuneration and assessment committee previously formulated by the company shall be repealed at the same time.
Article 39 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 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 40 the power of interpretation of these rules belongs to the board of directors of the company.
