Chapter 1 General Principles
Article 1
To further establish and improve the assessment and compensation management system for directors (referring to non-independent directors, hereinafter the same) and senior management of Guangdong Jushen Logistics Co., Ltd., and to enhance corporate governance, the Board of Directors has set up a Compensation and Assessment Committee and formulated these implementation rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Articles of Association of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as the "Articles of Association"), and other relevant regulations.
Article 2
The Compensation and Assessment Committee is a specialized working body under the Board of Directors, primarily responsible for formulating assessment standards for the company's directors and senior management and conducting assessments; it is also responsible for formulating and reviewing the compensation policies and plans for directors and senior management, reporting its work to the Board of Directors, and being accountable to the Board.
Chapter 2 Composition
Article 3
The Compensation and Assessment Committee consists of 3 members, all of whom are directors, with 2 members being independent directors.
Article 4
Committee members are nominated by the Chairman, more than half of the independent directors, or more than one-third of all directors, and are elected by the Board of Directors. The Committee has one Chairperson responsible for presiding over the committee's work and convening committee meetings. The Chairperson is elected from among the independent directors and approved by the Board.
Article 5
The term of the Compensation and Assessment Committee is consistent with that of the current Board of Directors. Committee members shall not be dismissed without cause before the expiration of their term unless circumstances arise that disqualify them from serving as stipulated in the Company Law, Articles of Association, or these implementation rules.
Article 6
If a committee member no longer serves as a director during their term, they automatically lose their committee membership. Committee members may resign before their term expires by submitting a written resignation report to the Board, which must be approved for it to take effect. Until a newly elected member assumes office, the original member shall continue to perform their duties in accordance with these implementation rules.
Article 7
If the number of members in the Compensation and Assessment Committee decreases due to resignation, dismissal, or other reasons, the Board of Directors shall promptly elect new members in accordance with these implementation rules.