Chapter 1 General Principles
Article 1
To further establish and improve the assessment and compensation management system for directors (non-independent directors) and senior management (hereinafter referred to as "managers") of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company"), and to enhance the corporate governance structure, the Company has formulated these implementation rules for the Board of Directors' Compensation and Assessment Committee (hereinafter referred to as "the Committee") in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Articles of Association of Kairuide Holdings 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 established by the Board of Directors in accordance with the resolutions of the shareholders' meeting, primarily responsible for formulating assessment standards for the Company's directors and managers and conducting assessments; responsible for formulating and reviewing the compensation policies and plans for the Company's directors and managers, and reporting to the Board of Directors.
Article 3
The term "directors" in these rules refers to directors of the Company who receive compensation, while "managers" refers to the general manager, deputy general managers, board secretary, and other senior management personnel appointed 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, of which two must be 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 shall have a chairperson (convener), who shall be an independent director, responsible for presiding over the Committee's work.
Article 7
Committee members must meet the following criteria:
- Familiar with relevant national laws and regulations; possess professional knowledge in compensation and assessment; familiar with the Company's operational management;
- Adhere to principles of integrity, self-discipline, and loyalty to their duties, actively working to protect the interests of the Company and its shareholders;
- Possess strong analytical and judgment capabilities, and the ability to work independently.
Article 8
The term of the Compensation and Assessment Committee is consistent with that of the Board of Directors. Upon the expiration of a member's term, they may be re-elected. If a member ceases to be a director of the Company, they automatically lose their membership, and the Committee shall supplement the number of members according to Articles 4 to 6 above.
Article 9
The daily work liaison, organization of meetings, preparation of relevant operational materials, and implementation of resolutions shall be the responsibility of the Board Secretary.
Chapter 3 Responsibilities and Authority
Article 10
The Compensation and Assessment Committee is responsible for formulating assessment standards for directors and senior management, conducting assessments, and f