Chapter 1 General Principles
Article 1
To standardize the compensation and assessment of directors and senior management of Hengdian Group Dongci Co., Ltd. (hereinafter referred to as "the Company"), improve corporate governance structure, and in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for Corporate Governance of Listed Companies, the Administrative Measures for Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Hengdian Group Dongci Co., Ltd. (hereinafter referred to as "the Articles of Association"), the Company establishes the Compensation and Assessment Committee under the Board of Directors and formulates these work rules.
Article 2
The Compensation and Assessment Committee is a specialized working body under the Board of Directors, mainly responsible for formulating assessment standards for directors and senior management, conducting assessments, and developing and reviewing compensation decision-making mechanisms, decision-making processes, payment and recourse arrangements, and other compensation policies and plans.
Chapter 2 Composition
Article 3
The Compensation and Assessment Committee shall consist of at least three directors, with more than half of the members being independent directors.
Article 4
Members of the Compensation and Assessment Committee shall be 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 5
The Compensation and Assessment Committee shall have one convener, who shall be an independent director responsible for presiding over the committee's work; the convener shall be elected from among the members and approved by the Board of Directors.
Article 6
The term of the Compensation and Assessment Committee shall be 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 shall automatically lose their membership, and the committee shall supplement the number of members in accordance with Articles 3 to 5 of these rules.
Article 7
The Secretary Office of the Board of Directors shall serve as the daily working body of the Compensation and Assessment Committee, responsible for preparing meetings and related materials.
Chapter 3 Responsibilities and Authority
Article 8
The main responsibilities and authority of the Compensation and Assessment Committee are as follows:
- To formulate and review compensation policies and plans based on the main work scope, responsibilities, importance of the management positions of directors and senior management, and reference to compensation levels of similar positions in other relevant enterprises;
- To review the performance of the Company's directors and senior management and conduct annual performance evaluations;
- To formulate the compensation system for the Company's directors and senior management and supervise the implementation of the compensation system;
- To conduct annual assessments of directors and senior management;
- Other tasks authorized by the Board of Directors.
Article 9
The main responsibilities of the convener are:
- To convene and preside over committee meetings;
- To supervise and inspect the work of the committee;
- To sign relevant documents of the committee;
- To report the committee's work to the Board of Directors;
- To perform other duties required by laws, administrative regulations, departmental rules, the Articles of Association, the Board of Directors, and these rules.