Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the remuneration and assessment committee of the board of directors
April, 2002
catalogue
Chapter I General Provisions three
Chapter II personnel composition three
Chapter III responsibilities and authorities four
Chapter IV decision making procedures four
Chapter V rules of procedure five
Chapter VI Supplementary Provisions six
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Rules of procedure of the remuneration and assessment committee of the board of directors
Chapter I General Provisions
Article 1 in order to further establish and improve the assessment and salary management system of directors (non independent directors) and senior managers (managers) of Beijing Quanshi World Online Network Information Co.Ltd(002995) (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 Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association"), the governance standards of listed companies and other relevant provisions, The company hereby establishes the remuneration and assessment committee of the board of directors and formulates these rules of procedure.
Article 2 the remuneration and assessment committee is a special working organization established by the board of directors, which is mainly responsible for formulating and assessing the assessment standards of the company's directors and managers; Be responsible for formulating and reviewing the remuneration policies and plans of the company's directors and managers, and be responsible to the board of directors.
Article 3 the term "manager" as mentioned in these rules of procedure refers to the general manager, deputy general manager, Secretary of the board of directors and other senior managers approved by the board of directors upon the recommendation of the general manager.
Chapter II personnel composition
Article 4 the remuneration and assessment committee is composed of three directors, two of whom are independent directors. 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 one-third of all directors, and elected by the board of directors.
Article 6 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 7 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 committee will make up the number of members according to the provisions of articles 4 to 6 above.
Article 8 the remuneration and appraisal committee shall set up a working 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 9 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) review the performance of duties of 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) other matters authorized by the board of directors.
Article 10 the board of directors has the right to veto the compensation plan (scheme) and equity incentive plan that harm the interests of shareholders. Article 11 the remuneration plan and equity incentive plan of the company's directors proposed by the remuneration and assessment committee shall be submitted to the board of directors for approval and submitted to the general meeting of shareholders for deliberation and approval before implementation; The remuneration scheme of the company's managers shall be reported to the board of directors for approval.
Chapter IV decision making procedures
Article 12 the working group set up under the salary and assessment committee is responsible for the preliminary preparations for the decision-making of the salary and assessment committee and providing 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 13 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 14 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 presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting. The temporary meeting shall be proposed by the members of the salary and assessment committee. The temporary meeting shall be notified to all members 2 days before the meeting. The meeting of the remuneration and assessment committee may not be limited by the time limit of the notice due to special or emergency circumstances, but the convener shall make an explanation at the meeting.
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 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. When voting by fax, Internet, telephone and other means of communication, the committee members shall send their written opinions and voting intention on the matters under consideration to the Secretary of the board of directors by mail or fax after signing and confirming.
Article 17 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 18 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 19 when the remuneration and assessment committee discusses the issues related to the members of the Committee at its meeting, the parties shall withdraw.
Article 20 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 21 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 22 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 23 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 24 these rules of procedure shall be implemented on a trial basis from the date of adoption of the resolution of the board of directors.
Article 25 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules of procedure 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 26 the power of interpretation of these rules of procedure belongs to the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
