Xi'An Triangle Defense Co.Ltd(300775)
Working rules of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to establish the assessment and salary management system for the directors and senior managers of Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as "the company") and improve the corporate governance structure, in accordance with the company law of the people's Republic of China, the guidelines for the governance of listed companies and other laws and regulations, departmental rules, normative documents and the relevant provisions of the articles of association, The company hereby establishes the remuneration and assessment committee of the board of directors and formulates these detailed rules.
Article 2 the remuneration and assessment committee is a special working organization under the board of directors, which is mainly responsible for studying and formulating the assessment standards for directors and senior managers of the company, conducting assessment and making suggestions; Be responsible for studying, 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, including two independent directors.
Article 4 the members of the remuneration and assessment committee shall be nominated by the chairman, more than half of the independent directors or more than one-third of all directors and elected by the board of directors.
Article 5 the remuneration and assessment committee shall have a chairman (convener), 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. Upon expiration of the term of office, the members can be re elected. 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 board of directors will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the securities department shall be responsible for the liaison between the remuneration and the daily work of the appraisal committee, the sorting and preparation of relevant business data and relevant data of the evaluated personnel, the organization of meetings and the implementation of resolutions. The human resources department of the company provides professional support for the salary and assessment committee, is responsible for providing relevant information about the company's operation and the evaluated personnel, and feeds back the implementation of the assessment system to the salary and assessment committee.
Chapter III work authority
Article 8 the main responsibilities and authorities of the Remuneration Committee are:
(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, main schemes and systems of rewards and punishments, etc;
(III) review the performance of duties of directors (non independent directors) and senior managers of the company and conduct annual performance evaluation;
(IV) supervise the implementation of the company's salary system;
(V) put forward suggestions on taking the blame, resigning and proposing for removal of directors and senior managers for their violations and failure to perform their duties;
(VI) draft the company's equity incentive plan.
(VII) other functions and powers authorized by the board of directors of the company.
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 shall be implemented after being approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval; The remuneration distribution plan of the company's senior managers shall be implemented after being submitted to the board of directors for approval.
Article 11 the remuneration and assessment committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision. Chapter IV decision making procedures
Article 12 the securities department, human resources department and other relevant departments shall, according to the requirements of the remuneration and assessment committee, be responsible for the preliminary preparations for the decision-making of the remuneration and assessment committee, and provide the written materials of relevant parties 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 business innovation ability and business performance 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 13 the remuneration and assessment committee's assessment procedures 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 14 the remuneration and assessment committee is divided into regular meetings and temporary meetings.
Article 15 the regular meeting of the remuneration and appraisal committee shall be held at least once a year, which shall be convened by the chairman of the remuneration and appraisal committee. If the chairman is unable to perform his duties for some reason, it shall be convened by other members designated by the chairman; If no candidate is appointed for the chairman, it shall be convened by another member (independent director) of the remuneration and assessment committee.
When the board of directors, the chairman, the chairman and two or more members of the remuneration and appraisal committee propose, an interim meeting of the remuneration and appraisal committee shall be held, and the chairman of the remuneration and appraisal committee shall convene and preside over the interim meeting within three working days after receiving the proposal.
Article 16 the remuneration and assessment committee shall issue a notice of the meeting seven days before the regular meeting and two days before the temporary meeting. However, the above notice time limit can be exempted for the temporary meeting held under special or emergency circumstances. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 17 the meeting of the remuneration and assessment committee shall be held only when more than two-thirds of the members are present; Members of the committee shall express their opinions clearly and independently according to their own judgment, and form a unified opinion as far as possible. If it is really difficult to form a unified opinion, different opinions shall be recorded and explained in the minutes of the meeting. Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 18 the voting method at the meeting of the remuneration and assessment committee is a show of hands; An interim meeting may be held by means of communication voting.
Article 19 the remuneration and assessment committee may invite directors, supervisors, general manager or other senior managers of the company, heads of human resources department and relevant departments to attend the meeting as nonvoting delegates when it deems necessary.
Article 20 if necessary, the remuneration and assessment committee may employ accounting firms, law firms and other intermediaries to provide professional opinions for its decision-making, and the expenses shall be paid by the company.
Article 21 when the remuneration and assessment committee discusses issues related to the members of the Committee at its meeting, the related members shall withdraw.
The meeting of the remuneration and assessment committee can be held when more than half of the unrelated members are present, and the resolutions made at the meeting must be adopted by more than half of the unrelated members; If the number of unrelated members attending the meeting is less than half of the total number of unrelated members of the salary and assessment committee, the matter shall be submitted to the board of directors for deliberation.
Article 22 the convening procedures, voting methods and proposals adopted at the meeting of the remuneration and assessment committee must comply with the provisions of relevant laws and regulations, the articles of association and these detailed rules.
Article 23 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 for a period of not less than ten years.
Article 24 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 25 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 26 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 27 these Rules shall come into force as of the date of adoption of the resolution of the board of directors. In case of any conflict between these rules and the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall be implemented, and the revised rules shall be submitted to the board of directors for deliberation and approval.
Article 28 the board of directors of the company shall be responsible for the interpretation of these rules.
Xi'An Triangle Defense Co.Ltd(300775) January 11, 2022
