Kunlun Tech Co., Ltd.
Board of Directors Remuneration and Assessment Committee Implementation Rules (Draft)
(Applicable after H Share Offering and Listing)
Chapter 1 General Provisions
Article 1 To further establish and improve the remuneration and assessment management system for directors and senior management of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), and to improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Hong Kong Stock Exchange Listing Rules" (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant laws, regulations, normative documents, and the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Company hereby establishes the Board of Directors Remuneration and Assessment Committee and formulates these Implementation Rules.
Article 2 The Remuneration and Assessment Committee is a specialized working body established by the Board of Directors with the approval of the Shareholders' Meeting. It is responsible to the Board of Directors and is primarily responsible for formulating and reviewing the remuneration policies and plans for the Company's directors and senior management; and for formulating and implementing the assessment standards for the Company's directors and senior management.
Article 3 For the purpose of these Implementation Rules, "director" refers to the Chairman and directors who receive remuneration from the Company, and "senior management" refers to the General Manager, Deputy General Managers, Financial Controller, and Secretary of the Board of Directors appointed by the Board of Directors.
Chapter 2 Composition
Article 4 The Remuneration and Assessment Committee shall be composed of 3 directors, of whom at least 2 shall be independent directors.
Article 5 Committee members shall be nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and shall be elected by the Board of Directors.
Article 6 The Remuneration and Assessment Committee shall have one Chairman (Convener), who shall be an independent director. The Chairman shall preside over the committee's work. The Chairman shall be elected from among the independent directors and reported to the Board of Directors for approval.
Article 7 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 expiry of their term. If a member ceases to hold the position of director of the Company during their term, they shall automatically lose their qualification as a committee member, and the committee shall fill the vacancy in accordance with the provisions of Articles 4 to 6 above.
Article 8 The Remuneration and Assessment Committee may establish working groups as needed to provide relevant information on the Company's business operations and the performance of evaluated personnel, and to prepare for and execute the resolutions of the Remuneration and Assessment Committee.
Chapter 3 Responsibilities and Authority