Chapter 1 General Principles
Article 1
To further standardize the deliberation methods and voting procedures of the Compensation and Assessment Committee, and to enable the committee to better fulfill its responsibilities, the Board of Directors has formulated these rules in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines for Independent Directors of Listed Companies, the Corporate Governance Code for Listed Companies, and the Articles of Association of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Articles of Association"), as well as relevant national laws, regulations, and normative documents.
Article 2
The Compensation and Assessment Committee is a specialized working body under the Board of Directors, primarily responsible for formulating evaluation standards for directors and senior management and conducting evaluations; responsible for formulating and reviewing the compensation policies and plans for directors and senior management, reporting to the Board of Directors.
Article 3
In these rules, "directors" refers to the chairman, vice-chairman, and directors of the company who receive compensation, while "senior management" refers to the general manager, deputy general manager, board secretary, financial officer, and other senior management personnel recognized by the Board of Directors upon the recommendation of the general manager.
Chapter 2 Composition
Article 4
The Compensation and Assessment Committee consists of three directors, with independent directors making up the majority and serving as the convener. Committee members are elected by the Board of Directors.
Article 5
The committee has one convener, who must be an independent director and is approved by the Board of Directors. The convener is responsible for convening and presiding over committee meetings. If the convener is unable to perform their duties, they may designate another member to act on their behalf; if the convener neither performs their duties nor designates another member, the majority of committee members shall elect one member to perform the convener's duties.
Article 6
Committee members must meet the following conditions:
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They must not be ineligible to serve as directors or senior management as stipulated by the Company Law or the Articles of Association;
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They must not have been publicly reprimanded or declared unsuitable by a securities exchange in the last three years;
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They must not have been administratively punished by the China Securities Regulatory Commission for major violations in the last three years;
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They must possess good moral character and relevant professional knowledge or work experience in human resource management, corporate management, finance, law, etc.;
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They must meet other conditions stipulated by relevant laws, regulations, or the Articles of Association.
Article 7
The term of office for committee members is the same as that of the current Board of Directors. Members may be re-elected upon the expiration of their term. Members cannot be dismissed without cause unless circumstances arise that disqualify them under the Company Law, Articles of Association, or these rules. If a member ceases to be a director, they automatically lose their committee membership.
Article 8
If the number of committee members falls below two-thirds due to resignation, dismissal, or other reasons, the Board of Directors shall promptly elect new members. Original members shall continue to perform their duties until new members assume office.