Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Detailed rules for the implementation of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to further improve the remuneration and assessment system of directors (excluding independent directors) and senior managers of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), form a mechanism corresponding to risks and benefits, and further improve the corporate governance structure of the company, In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for the self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”), the company hereby establishes a remuneration and assessment committee under the board of directors, And formulate these implementation rules.
Article 2 the remuneration and assessment committee of the board of directors is a special working organization established by the board of directors, which is responsible to the board of directors and is mainly responsible for formulating and assessing the assessment standards of directors and senior managers; Be responsible for formulating and reviewing the remuneration policies and plans of the company’s directors and senior managers, and putting forward suggestions on taking the blame, resigning and calling for removal of the directors and senior managers for their violations and irresponsible acts.
Article 3 the term “Directors” as mentioned in these Rules refers to the chairman and directors (excluding independent directors) who receive remuneration in the company; Senior managers refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers appointed by the board of directors.
Chapter II membership
Article 4 the remuneration and assessment committee is composed of three to five directors, of which independent directors account for the majority.
Article 5 the members of the remuneration and assessment committee shall be nominated by the chairman of the board, more than half of the independent directors or more than one-third of all directors, and elected by the board of directors.
Article 6 the remuneration and assessment committee shall have a convener who shall be responsible for presiding over the work of the Committee; The convener shall be elected from the independent directors and reported to the board of directors for approval. When the convener is unable or unable to perform his duties, he shall appoint another member to exercise his functions and powers on his behalf; When the convener 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 designates a member to perform the duties of the convener.
Article 7 The term of office of the members of the remuneration and assessment committee shall be the same as that of the members of the board of directors of the same term. Upon expiration of their term of office, members may 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 committee will make up the number of members according to the provisions of articles 4 to 6 above.
Article 8 when the number of members of the remuneration and assessment committee is less than two-thirds of the specified number due to resignation, removal or other reasons, the board of directors of the company shall add new members in time. Before the number of the remuneration and appraisal committee reaches two-thirds of the specified number, the remuneration and appraisal committee shall suspend the exercise of the functions and powers specified in these rules.
Article 9 as the daily office of the salary and assessment committee, the human resources department is responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 10 the main functions and powers of the remuneration and assessment committee:
（1） Study the assessment standards of directors and senior managers, conduct assessment and put forward suggestions;
（2） Study and review the remuneration policies and plans of directors and senior managers;
（3） Put forward suggestions such as taking the blame, resigning and calling for removal of directors and senior managers for their violations and non due diligence;
（4） Supervise the implementation of the company’s salary system;
（5） Other functions and powers authorized by the board of directors of the company.
Salary policies and schemes mainly include but are not limited to performance evaluation standards, procedures and main evaluation systems, main schemes and systems of rewards and punishment, etc.
Article 11 the members of the remuneration and assessment committee shall check whether the decision-making procedures for the remuneration of directors and senior managers comply with the provisions, whether the basis for determination is reasonable and whether it damages the interests of the company and all shareholders once a year, issue an inspection report and submit it to the board of directors. If problems are found in the inspection, they shall be corrected in time.
Article 12 the board of directors has the right to veto the remuneration policy or scheme that damages the interests of shareholders.
Article 13 the remuneration policy of the company’s directors proposed by the remuneration and assessment committee shall 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 14 the human resources department and financial department of the company shall be responsible for the preliminary preparations for the decision-making of the salary and assessment committee, and shall be responsible for providing the Committee with relevant information of the company:
（1） Completion of the company’s main financial indicators and business objectives;
（2） Scope of work and main responsibilities of senior managers of the company;
（3） Completion of indicators involved in the job performance evaluation system for directors and senior managers;
（4） Business performance of directors and senior managers in terms of business innovation ability and profit making ability;
（5） Formulate the relevant calculation basis of the company’s salary distribution plan and distribution method according to the company’s performance;
（6） Investigation report on the violation and non due diligence of directors and senior managers.
Article 15 the assessment procedures of the remuneration and Assessment Committee for directors and senior managers:
（1） Directors and senior managers of the company shall report their work and self-evaluation to the remuneration and assessment committee of the board of directors;
（2） The remuneration and appraisal committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures;
（3） According to the post performance evaluation results and salary distribution standards, the amount of remuneration and reward methods for directors and senior managers shall be proposed, which shall be voted by the Committee and submitted to the board of directors of the company for deliberation.
The supervision records of the board of supervisors and the results of financial inspection shall be an important basis for the performance evaluation of directors and senior managers.
Chapter V rules of procedure
Article 16 the remuneration and assessment committee shall hold irregular meetings as required. Under normal circumstances, all members shall be notified three days before the meeting. The meeting shall be presided over by the convener. If the convener is unable to attend, he may entrust another member (should be an independent director) to preside over the meeting. If the situation is urgent and it is necessary to convene an interim meeting as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at 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; Each member has one vote, and the resolution 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 or voting. The meeting may also be held by means of communication voting.
Article 19 the head of the human resources department may attend the meeting of the remuneration and assessment committee as nonvoting delegates, and may invite the directors and senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 20 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw. Article 21 the convening procedures, voting methods and plans adopted at the meeting of the remuneration and assessment committee must comply with the provisions of relevant laws, regulations, the articles of association and these rules.
Article 22 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 23 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 24 all members present at the meeting shall be obliged to keep confidential the items discussed at the meeting, and shall not disclose the relevant information of the company without permission before the information is made public.
Chapter VI supplementary provisions
Article 25 these Rules shall come into force as of the date of deliberation and adoption by the board of directors.
Article 26 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 detailed 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. At the same time, the company shall immediately revise these detailed rules and submit them to the board of directors for deliberation and approval.
Article 27 the right to interpret these rules belongs to the board of directors of the company.
