Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of remuneration and assessment committee of the board of directors”
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the remuneration and assessment committee of the board of directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system for directors (non independent directors) and senior managers of the company and improve the corporate governance structure, the remuneration and appraisal committee of the board of directors is hereby established and these rules are formulated in accordance with the provisions of the company law, the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) and other relevant laws and regulations.
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 managers; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers.
Chapter II personnel composition
Article 3 the remuneration and assessment committee is composed of three directors, of which independent directors account for the majority. Article 4 the members of the remuneration and assessment committee shall be paid and assessed by the chairman of the board, more than half of the independent directors or more than one-third of all directors, and shall be elected by the board of directors.
Article 5 the remuneration and assessment committee shall have a chairman, 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 6 The term of office of the remuneration and assessment committee is the same as that of the board of directors. The members can be re elected after the expiration of their term of office. 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 3 to 5 above.
Article 7 when the number of members of the committee is less than two-thirds of the required number, the board of directors of the company shall timely add new members. When the number of members of the committee is less than two-thirds of the specified number, the committee shall suspend the exercise of its functions and powers specified in these rules.
Chapter III responsibilities and authorities
Article 8 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;
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of remuneration and assessment committee of the board of directors”
(II) study and review the remuneration policies and plans of directors and senior managers.
(III) other matters authorized by the board of directors.
Article 9 the board of directors has the right to veto compensation plans or schemes that harm the interests of shareholders.
Article 10 the remuneration plan of the company’s directors proposed by the remuneration and assessment committee must be approved by the board of directors 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 11 the Secretary Office of the board of directors shall cooperate with all relevant departments of the company to make preliminary preparations for the decision-making of the salary and assessment committee, and provide relevant materials of the company:
(I) completion of the company’s main financial indicators and business objectives;
(II) work scope and main responsibilities of the company’s senior managers;
(III) completion of indicators involved in the job performance evaluation system of directors and senior managers; (IV) business performance of directors and senior managers 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. Article 12 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 13 the remuneration and assessment committee shall hold a meeting at least once a year and notify all members five days before the meeting. The meeting shall be convened and presided over by the chairman. When the chairman is unable or fails to perform his duties, other members shall convene or preside over the meeting.
Article 14 the meeting notice can be sent in written forms such as personal service, fax, express mail or e-mail. The meeting notice shall at least include the meeting time, place, convening method, topics to be discussed at the meeting, meeting contact person and contact information, and the sending date of the meeting notice. If the time is urgent, you can call,
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of remuneration and assessment committee of the board of directors”
In this case, the meeting notice shall at least include the meeting time, place, convening method, topics to be discussed at the meeting, as well as the description of the urgent need to convene the meeting as soon as possible, and a written notice shall be sent afterwards.
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 members of the remuneration appraisal committee may attend and vote on behalf of other members in person. A member can only entrust one other member to exercise the voting right on his behalf at a time. If two or more members are entrusted to exercise the voting right on his behalf, the entrustment is invalid.
Article 17 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 the premise of the meeting.
Article 18 the power of attorney 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 (consent, objection, 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.
The power of attorney shall be signed by the principal and the principal.
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 of the committee fails to attend the meeting for two consecutive times, he shall be deemed unable to properly perform his functions and powers. The board of directors may remove its members from office.
Article 20 the meeting of the remuneration and assessment committee can be in the form of on-site meeting or off-site meeting. Unless otherwise specified in the articles of association or these rules, on the premise of ensuring the full expression of opinions of the members, the committee may make a resolution by means of communication voting, which shall be signed by the members participating in the meeting. Article 21 the voting method at the meeting of the remuneration and assessment committee is a show of hands or voting. If communication voting 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.
Article 22 the remuneration and assessment committee may invite directors, supervisors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) “rules of procedure of remuneration and assessment committee of the board of directors”
Article 23 the remuneration and assessment committee may, when necessary, hire an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 24 when the remuneration and appraisal committee discusses issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 25 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 26 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 27 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 28 the minutes of the meeting of the remuneration and assessment committee shall at least include the following contents: the date and place of the meeting and the name of the convener; The names of the persons attending the meeting and those entrusted by others to attend the meeting shall be specially indicated; Agenda of the meeting; Key points of members’ speeches; Voting methods and results of each resolution or proposal; Other matters that should be explained and recorded in the minutes of the meeting.
Article 29 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 30 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 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 31 The term “above” in these rules includes this number; “Over” and “below” do not include this number.
Article 32 the power of interpretation of these rules belongs to the board of directors of the company.
Article 33 These Rules shall come into force from the date of deliberation and adoption by the board of directors.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) April 15, 2022
