Board of Directors' Remuneration and Assessment Committee Work Rules
Chapter 1 General Provisions
Article 1 To further improve the assessment and remuneration management system for directors (non-independent directors) and senior management of BOE Display Technology Co., Ltd. (hereinafter referred to as the "Company"), and to improve corporate governance, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Articles of Association of BOE Display Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), "Shenzhen Stock Exchange GEM Listing Company Self-Regulatory Management Guide No. 2 - Norms for the Operation of GEM Listed Companies," and other relevant regulations, the Company hereby establishes the Board of Directors' Remuneration and Assessment Committee and formulates these Work Rules.
Article 2 The Remuneration and Assessment Committee is a special working body under the Board of Directors, primarily responsible for formulating assessment standards for directors and senior management and conducting assessments, formulating and reviewing remuneration policies and plans for directors and senior management, and is accountable to the Board of Directors.
Article 3 For the purpose of these Work Rules, "director" refers to the Chairman and directors who receive remuneration from the Company. "Senior management" refers to the General Manager (President), Deputy General Managers (Deputy Presidents), Secretary of the Board, and Chief Financial Officer appointed by the Board of Directors, as well as other senior management personnel defined by the "Articles of Association."
Chapter 2 Personnel Composition
Article 4 The Remuneration and Assessment Committee shall be composed of three directors, of whom two shall be independent directors.
Article 5 The members of the Remuneration and Assessment Committee shall be nominated by the Chairman, more than one-half of the independent directors, or one-third of all directors, and elected by the Board of Directors. Upon the proposal for election of members being approved, the newly appointed members shall take office immediately after the Board of Directors' meeting. The Remuneration and Assessment Committee shall have one Chairman (Convener), who shall be an independent director member, responsible for presiding over the committee's work. The Convener shall be elected from among the members and submitted to the Board of Directors for approval.
Article 6 The term of office of the Remuneration and Assessment Committee shall be the same as the term of office of the Board of Directors. Members may be re-elected upon the expiration of their term. If a member ceases to hold the position of director of the Company during their term, their qualification as a committee member shall be automatically terminated, and any vacancy shall be filled in a timely manner according to the provisions of these Rules.
Chapter 3 Responsibilities and Authority