Chapter One General Principles
Article 1
To further establish and improve the assessment and remuneration management system for the company's directors (non-independent directors) and senior management, and to enhance the corporate governance structure, these implementation rules are formulated in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Shenzhen Stock Exchange Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "Hong Kong Listing Rules"), 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 according to the resolutions of the shareholders' meeting, primarily responsible for formulating and reviewing the remuneration policies and plans for the company's directors and senior management, as well as establishing assessment criteria and conducting assessments, reporting to the Board of Directors.
Article 3
In these rules, "directors" refers to the chairman and directors who receive remuneration from the company, while "senior management" refers to the general manager, deputy general managers, financial officer, board secretary, and other senior management personnel appointed by the Board of Directors.
Chapter Two Composition
Article 4
The Remuneration and Assessment Committee shall consist of three to five members, with independent directors constituting the majority and serving as the convener.
Article 5
Committee members 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 6
The committee shall have one chairperson, who shall be an independent director responsible for presiding over the committee's work. The chairperson shall be elected from among the committee members and approved by the Board of Directors.
Article 7
The term of office for committee members shall be consistent with that of the directors. Upon expiration of their term, members may be re-elected. If a member ceases to be a director, they automatically lose their committee membership, and the committee shall supplement the number of members according to the above provisions.
Article 8
The committee shall establish an assessment group responsible for providing relevant information about the assessed personnel, preparing meetings for the Remuneration and Assessment Committee, and executing the committee's relevant resolutions.
Chapter Three Responsibilities and Authority
Article 9
The main responsibilities and authority of the Remuneration and Assessment Committee include:
- Formulating remuneration plans or schemes based on the main scope, responsibilities, importance of the management positions of directors and senior management, and the remuneration levels of related positions in society;
- The remuneration plans mainly include but are not limited to: performance evaluation standards, procedures, and main evaluation systems, as well as major reward and punishment schemes and systems;
- Reviewing the performance of non-independent directors and senior management in fulfilling their duties and conducting annual performance evaluations;
- Supervising the implementation of the company's remuneration system;
- Other matters authorized by the Board of Directors.