Chapter 1 General Principles
Article 1
To standardize the selection of senior management personnel at China Merchants Jin Yu Industrial Operation Service Co., Ltd. (hereinafter referred to as "the Company"), optimize the composition of the board of directors, establish and improve the assessment and remuneration management system for directors and senior management, and enhance corporate governance structure, the board of directors has established the Nomination and Remuneration Committee (hereinafter referred to as "the Committee") in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Self-Regulatory Guidelines for Main Board Listed Companies, and the Articles of Association of China Merchants Jin Yu Industrial Operation Service Co., Ltd. (hereinafter referred to as "the Articles of Association"), and has formulated these rules of procedure.
Article 2
The Committee is a specialized working body under the board of directors, primarily responsible for formulating selection criteria and procedures for directors and senior management, selecting and reviewing candidates and their qualifications; approving the assessment system for directors and senior management and supervising its implementation; approving the remuneration system and supervising its execution, and reporting to the board of directors.
Article 3
The term "directors and senior management" in these rules refers to the chairman of the board, directors; the general manager, deputy general manager, financial officer (i.e., chief financial officer), board secretary, chief legal advisor (chief compliance officer), and other personnel designated as senior management by the board of directors.
Article 4
Resolutions made by the Committee must comply with relevant laws, administrative regulations, departmental rules, and the provisions of the Articles of Association and these rules. Any resolution that violates relevant laws, regulations, or the Articles of Association shall be deemed invalid; if the decision-making process of the Committee violates relevant laws, regulations, or the Articles of Association, interested parties may request the board of directors to revoke the resolution within sixty days from the date of the resolution.
Chapter 2 Composition
Article 5
The Committee shall consist of five directors, with no fewer than three being independent directors.
Article 6
Committee members shall be nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by a majority of the board of directors.
Article 7
The Committee shall have one convener, who shall be an independent director elected by the board of directors, 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 fails to perform their duties and does not designate another member, any member may report the situation to the board of directors, which will designate a member to perform the duties of the convener.