Chapter 1 General Principles
Article 1
To further establish and improve the assessment and remuneration management system for directors and senior management of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), and to enhance corporate governance structure, the Company has established the Remuneration and Assessment Committee of the Board of Directors and formulated these rules of procedure in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," "Measures for the Management of Independent Directors of Listed Companies," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange," "Trial Measures for the Issuance and Listing of Securities by Domestic Enterprises Overseas," "Securities Listing Rules of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant laws, regulations, and the Company's Articles of Association.
Article 2
The Remuneration and Assessment Committee is a specialized working body established by the Board of Directors, primarily responsible for formulating assessment standards for the Company's directors and managerial personnel and conducting assessments; responsible for formulating and reviewing the remuneration policies and plans for the Company's directors and managerial personnel, and accountable to the Board of Directors.
Article 3
In this rule, the term "directors" refers to non-independent directors who receive remuneration from the Company, while "senior management" refers to the president, vice presidents, financial director, board secretary, and other senior management personnel recognized by the Board of Directors upon the president's recommendation.
Chapter 2 Composition
Article 4
The Remuneration and Assessment Committee consists of five directors, including three independent directors.
Article 5
Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board of Directors.
Article 6
The committee has a chairperson, who is an independent director, responsible for presiding over the committee's work; the chairperson is elected by the members and approved by the Board of Directors.
Article 7
The term of the Remuneration and Assessment Committee is consistent with that of the Board of Directors. Members may be re-elected upon the expiration of their term. If a member ceases to be a director of the Company, they automatically lose their committee membership, and the Board of Directors will supplement the number of members according to Articles 4 to 6 above.
Chapter 3 Responsibilities and Authority
Article 8
The Remuneration and Assessment Committee is a specialized body under the Board of Directors responsible for formulating, managing, and assessing the remuneration system for the Company's directors and senior management, reporting its work to the Board of Directors and being accountable to it.
Article 9
The committee primarily exercises the following powers:
- Formulate remuneration systems and specific implementation methods based on the main scope, responsibilities, importance of management positions, and remuneration levels of related positions in other enterprises.
- The remuneration system and specific implementation methods include but are not limited to performance evaluation standards, procedures, and main evaluation systems, as well as major reward and punishment schemes and systems.
- Review the performance of the Company's directors and senior management and conduct annual performance evaluations.
- Supervise the implementation of the Company's remuneration system.
- Draft equity incentive plans and submit them to the Board of Directors for review.
- Responsible for other matters authorized by laws, regulations, the Articles of Association, and the securities regulatory rules of the Company's listing location.