Dongguan Aohai Technology Co.Ltd(002993) detailed rules for the implementation of salary and assessment committee
April, 2002
Dongguan Aohai Technology Co.Ltd(002993) detailed rules for the implementation of salary and assessment committee
catalogue
Chapter I General Provisions 2 Chapter II personnel composition Chapter III responsibilities and authorities Chapter IV convening and notification of the meeting Chapter V discussion and voting procedures Chapter VI salary assessment 6 Chapter VII Supplementary Provisions six
Dongguan Aohai Technology Co.Ltd(002993)
Implementation rules of salary and assessment committee
Chapter I General Provisions
Article 1 in order to establish and improve the performance appraisal and evaluation system for the directors and senior managers of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), formulate a scientific and effective salary management system, and implement the company’s talent development and utilization strategy, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the governance standards for listed companies (hereinafter referred to as the “governance standards”) According to the Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company establishes the remuneration and assessment committee of the board of directors and formulates these implementation rules.
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. It is mainly responsible for formulating and managing the remuneration scheme of senior human resources of the company and evaluating the performance indicators of senior managers.
Chapter II personnel composition
Article 3 the remuneration and assessment committee is composed of three directors of the company, including two independent directors.
Article 4 the members of the remuneration and assessment committee (including the chairman) shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all the directors, and shall be elected by the board of directors.
Article 5 the remuneration and assessment committee shall have a director (convener), who shall be an independent director elected by the board of directors of the company. The chairman of the committee shall be responsible for convening and presiding over the meeting of the remuneration and assessment committee. When the chairman of the committee is unable or unable to perform his duties, he shall appoint another member to exercise his functions and powers 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 6 The term of office of the members of the remuneration and assessment committee is the same as that of the directors of the same board of directors. Before the expiration of the term of membership of the remuneration and assessment committee, unless there is a situation that the remuneration and assessment committee is not allowed to hold office as stipulated in the company law, the articles of association or these implementation rules, it shall not be dismissed without reason.
Article 7 if the number of members of the remuneration and assessment committee is lower than 2 / 3 of the specified number due to resignation or removal of members or other reasons, the board of directors of the company shall elect new members as soon as possible. Before the newly elected members take office, the original members shall still perform relevant duties in accordance with laws, administrative regulations, departmental rules and the articles of association.
Article 8 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 9 the remuneration and assessment committee mainly exercises the following functions and powers:
(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) formulate the job responsibilities of the company’s senior managers;
(IV) formulate the performance appraisal system and performance appraisal indicators of the company’s senior managers;
(V) formulate the remuneration system and standards for directors and senior managers of the company;
(VI) formulate long-term incentive plans for directors and senior managers of the company;
(VII) be responsible for the management of the company’s long-term incentive plan;
(VIII) review the qualifications, granting conditions and exercise conditions of the personnel granted the company’s long-term incentive plan;
(IX) other matters authorized by the board of directors.
Article 10 the remuneration and assessment committee shall exercise its functions and powers in accordance with the provisions of the company law, the code of governance, the articles of association and these implementation rules, and shall not damage the interests of the company and shareholders.
Article 11 the post responsibilities, performance appraisal system and performance appraisal standards of senior managers formulated by the remuneration and appraisal committee shall be implemented after being approved by the board of directors of the company.
Article 12 the remuneration plan of 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, and the remuneration plan of senior managers shall be directly submitted to the board of directors for approval.
Article 13 the long-term incentive plan of the company formulated by the remuneration and assessment committee shall be approved by the board of directors and the general meeting of shareholders.
Article 14 the remuneration and assessment committee shall have the right to decide other functions and powers specified in Article 9 and matters within the scope of authorization of the board of directors, except for matters that need to be approved by the board of directors or the general meeting of shareholders.
Article 15 when the remuneration and assessment committee performs its duties, the relevant departments of the company shall cooperate, and the necessary expenses shall be borne by the company.
Chapter IV convening and notification of meetings
Article 16 the meeting of the remuneration and appraisal committee shall be held as required. The directors, the chairman of the remuneration and appraisal committee or two or more members of the company may request to convene the meeting of the remuneration and appraisal committee.
Article 17 the meeting of the remuneration and assessment committee mainly evaluates the performance indicators of senior managers in the previous year, and puts forward opinions or suggestions to the board of directors of the company according to the evaluation results.
Article 18 in addition to the contents specified in the preceding paragraph, the regular meeting of the remuneration and assessment committee may also discuss any matter within the scope of its functions and powers and listed in the meeting notice.
Article 19 the remuneration and assessment committee shall issue a notice of the meeting three days before the meeting, which can be held at any time in case of emergency.
Article 20 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.
The meeting notice shall be attached with a complete proposal.
Chapter V discussion and voting procedures
Article 21 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 the meeting of the remuneration and assessment committee, but non member directors have no voting right on the proposal of the meeting.
Article 22 members of the remuneration and assessment committee shall attend the meeting in person, or entrust other members to attend the meeting and exercise their voting rights on their behalf; The power of attorney to attend the meeting shall be submitted to the other members on behalf of the chairman.
Article 23 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 to have waived his voting right at the meeting. If a member of the remuneration and assessment committee fails to attend the meeting for two consecutive times or entrusts other members to attend the meeting, 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 24 the resolutions made by the remuneration and assessment committee shall be adopted by more than half of all members. Each member of the remuneration and assessment committee shall have one vote.
Article 25 If the remuneration and Appraisal Committee deems it necessary, it may call 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 26 members present at the meeting shall deliberate on the proposals and fully express their personal opinions in a serious and responsible manner.
Article 27 the voting method of the meeting of the remuneration and assessment committee is a show of hands or voting, and the meeting can be held by means of communication voting.
Article 28 the written documents of the resolutions of the remuneration and assessment committee shall be kept as the archives of the company, and the retention period shall not be less than 10 years during the existence of the company.
Chapter VI salary assessment
Article 29 the remuneration and assessment committee shall set up an internal implementation team to track and understand the performance of senior managers during the intersessional period. Other departments of the company shall actively cooperate and provide the required materials in time.
Article 30 members of the remuneration and appraisal committee have the right to consult the following relevant materials:
(I) the company’s annual business plan, investment plan and business objectives;
(II) regular reports of the company;
(III) financial statements of the company;
(IV) various management systems of the company;
(V) resolutions and minutes of the general meeting of shareholders, the board of directors and the manager’s office meeting of the company;
(VI) other relevant materials.
Article 31 members of the remuneration and appraisal committee may raise questions to senior managers on a certain question, and the senior managers shall answer them.
Article 32 the members of the remuneration and assessment committee shall evaluate the performance indicators, remuneration scheme and remuneration level of senior managers according to the information they know and master, in combination with the completion of the company’s business objectives and with reference to other relevant factors.
Article 33 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 34 unless the context otherwise requires, the terms “above” and “below” in these implementation rules include this number, and the terms “above” and “below” do not include this number.
Article 35 matters not covered in these Implementation Rules shall be implemented in accordance with the relevant provisions of national laws, regulations and the articles of association.
Article 36 in case of any inconsistency between these implementation rules and the relevant provisions of national laws, regulations and the articles of association, the relevant provisions of national laws, regulations and the articles of association shall prevail.
Article 37 the detailed rules shall be formulated and revised by the board of directors of the company and shall come into force from the date of adoption of the resolution of the board of directors.
Article 38 the board of directors shall be responsible for the interpretation and revision of these implementation rules.
