Chapter 1 General Principles
Article 1
To establish and improve the performance assessment and evaluation system for directors and senior management of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company"), and to formulate a scientific and effective remuneration management system, the Remuneration and Assessment Committee of the Board of Directors (hereinafter referred to as "the Committee") is established as a specialized body responsible for formulating and managing remuneration plans for directors and senior management and assessing performance indicators.
Article 2
To ensure that the Committee operates in a standardized and efficient manner, the Board of Directors of the Company has formulated these rules 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 Shenzhen Stock Exchange GEM Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "the Hong Kong Listing Rules"), the Articles of Association of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant laws, regulations, and normative documents.
Article 3
The resolutions made by the Committee must comply with the Articles of Association, these rules, and other relevant laws, regulations, and the securities regulatory rules of the stock exchange where the Company is listed.
Chapter 2 Composition
Article 4
The Committee consists of three independent directors.
Article 5
The Committee shall have one convener, who is an independent director designated by the Board of Directors. The convener is responsible for convening and presiding over Committee meetings. If the convener is unable to perform their duties, they may designate another member to act on their behalf. If the convener neither performs their duties nor designates another member, any member may report the situation to the Board of Directors, which will designate a member to perform the duties of the convener.
Article 6
The term of office for Committee members is consistent with that of the Board of Directors. Upon expiration, members may be re-elected. Members may not be dismissed without cause before their term expires unless circumstances arise that disqualify them under the Company Law, the Articles of Association, or these rules. If a member ceases to be a director or an independent director no longer meets the independence criteria, they automatically lose their membership, and the Board of Directors will fill the vacancy according to the aforementioned provisions.
Article 7
If the number of Committee members falls below the requirement set by the Hong Kong Listing Rules due to resignation, dismissal, or other reasons, the Board of Directors must immediately disclose the details and reasons for non-compliance in an announcement and must fill the vacancies within three months in accordance with the Hong Kong Listing Rules and these rules. The term of the newly appointed members will end when the original member's term as a director ends. Until the number of Committee members reaches two-thirds of the required number, the Committee will suspend its powers as stipulated in these rules.
Article 8
The provisions of the Company Law and the Articles of Association regarding the duties of directors apply to Committee members.
Article 9
The Board Office is responsible for organizing the materials needed for the Committee's discussions and submitting proposals to the Committee.