Detailed rules for the implementation 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 assessment and remuneration management system for directors (non independent directors) and senior managers of the company and improve the corporate governance structure, the company hereby establishes the remuneration and assessment committee of the board of directors and formulates these implementation rules in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association and other relevant 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, and be responsible to the board of directors.
Article 3 the term “Directors” as mentioned in the detailed rules refers to the chairman and internal 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 Chief Engineer appointed by the board of directors.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of five to seven external directors.
Article 5 the remuneration and assessment committee shall have a chairman (convener), who shall be held by 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. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director during the period, he will automatically lose the qualification of member, and the committee will make up the number of members in accordance with the provisions of articles 4 to 5 above.
Article 7 the remuneration and appraisal committee shall set up a working organization 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.
Chapter III responsibilities and authorities
Article 8 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) study the assessment standards of the company’s directors (non independent directors) and senior managers, review the performance of the company’s directors (non independent directors) and senior managers, 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 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 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 assessment team set up under the remuneration and assessment committee is responsible for the remuneration and assessment committee
Prepare for decision-making and provide relevant information 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 12 the assessment procedures of the remuneration and Assessment Committee for directors and senior managers:
(I) the directors and senior managers of the company report their work and self-evaluation to the remuneration and assessment committee of the board of directors; (II) the remuneration and assessment committee shall listen to the general manager’s evaluation opinions on the senior executives nominated by him;
(III) the remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
(IV) 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 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 7 days before the meeting. If it is necessary to hold an interim meeting due to emergency, the meeting notice shall be sent by mail or other means 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.
Article 14 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 15 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 16 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 17 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 18 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 19 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 measures.
Article 20 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 21 the proposals and voting results adopted at the meeting of the remuneration and assessment committee shall be submitted in writing to the board of directors of the company for deliberation and approval.
Article 22 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 before the information has been publicly disclosed.
Chapter VI supplementary provisions
Article 23 these Implementation Rules shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
Article 24 matters not covered in these Implementation 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 25 the right to interpret these rules belongs to the board of directors of the company.
