Chapter I General Provisions
Article 1 In order to further establish and improve the assessment and remuneration management system for directors and senior managers of the company (hereinafter referred to as "senior managers") and improve the corporate governance structure, the company has established the remuneration and assessment committee of the board of directors and formulated these working rules in accordance with the Company Law of People's Republic of China (PRC) and the Corporate Governance Guidelines of Shanghai Stock Exchange.
Article 2 The Remuneration and Appraisal Committee is a special working body established by the board of directors, which is mainly responsible for formulating the appraisal standards for directors and senior managers of the company and conducting the appraisal. Be responsible for formulating and deliberating the remuneration policies and plans of directors and senior managers of the company, setting remuneration standards and being responsible to the board of directors.
Article 3 The senior managers mentioned in these Rules refer to the general manager, deputy general managers, financial officers, secretary of the board of directors and other senior managers of the board of directors appointed by the general manager.
Chapter II Composition of Personnel
Article 4 The members of the Remuneration and Appraisal Committee are composed of three directors, including two independent directors nominated by the directors, and more than half or more than one third of the independent directors nominated by the directors, and elected by the board of directors.
Article 5 The Remuneration and Appraisal Committee shall have a chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee; The chairman is elected from among the members.
Article 6 The term of office of the members of the Remuneration and Appraisal Committee is the same as that of the board of directors. Upon expiration of the term of office, members may be re-elected if they are re-elected. During this period, if any member no longer holds the position of director of the company, his membership will be automatically lost, and the board of directors will supplement the number of members according to the provisions of Articles 4 to 5 above. If the proposal to re-elect members is passed, the newly elected members will take office immediately after the board meeting.
Article 7 The Remuneration and Appraisal Committee has a working group, which is responsible for providing the company's operating conditions and relevant information of the appraised personnel, preparing the meeting of the Remuneration and Appraisal Committee and implementing the relevant resolutions of the Remuneration and Appraisal Committee. All departments of the company should fully cooperate with the work of the working group.
Chapter III Duties and Powers
Article 8 The main functions and powers of the Remuneration and Assessment Committee are:
(a) according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the salary level of other related positions in the enterprise;
(2) The salary plan or scheme mainly includes but is not limited to performance evaluation standards, procedures and main evaluation systems, and main reward and punishment schemes and systems;
(3) To inspect the performance of the directors and senior managers of the company and conduct annual performance appraisal; (4) Supervise the implementation of the company's salary system; (5) Other matters authorized by the board of directors.
Article 9 The remuneration plan for directors of the company proposed by the remuneration and assessment committee shall be submitted to the board of directors for approval.
It can be implemented only after being submitted to the shareholders' meeting for deliberation and approval; The salary distribution plan of the company's senior management personnel shall be submitted to the board of directors for approval. The board of directors and the general meeting of shareholders have the right to veto compensation schemes or schemes that harm the interests of shareholders.
Article 10 The Remuneration and Assessment Committee is responsible to the Board of Directors, and its proposal shall be submitted to the Board of Directors for deliberation and decision.
Chapter IV Decision-making Procedures
Article 11 The working group under the Remuneration and Appraisal Committee shall coordinate with relevant departments to prepare for the decision of the Remuneration and Appraisal Committee and provide relevant information of the company for the decision:
(a) to provide the company's main financial indicators and business objectives; (2) The work scope and main responsibilities of the company's senior management personnel; (3) Providing the completion of the indicators involved in the post performance evaluation system for directors and senior executives; (4) Providing information on the business performance of directors and senior managers in terms of business innovation ability and profitability; (5) According to the company's performance, provide relevant calculation basis for drafting the company's salary distribution plan and distribution method. Article 12 The procedures for the assessment of directors and senior managers by the Remuneration and Assessment Committee; (1) Directors and senior managers of the Company shall report to the Remuneration and Assessment Committee of the Board of Directors and make self-evaluation; (2) The Remuneration and Appraisal Committee shall evaluate the performance of directors and senior managers according to the performance evaluation standards and procedures.
Effectiveness evaluation; (3) According to the post performance evaluation results and salary analysis policies, put forward salary suggestions for directors and senior managers.
The amount and reward method shall be reported to the board of directors of the company for deliberation after the vote is passed.
Article 13 Independent directors may combine self-evaluation and mutual evaluation, and may
Refer to the evaluation method of the Remuneration and Appraisal Committee.
Chapter V Working Rules
Article 14 Meetings of the Remuneration and Appraisal Committee are divided into regular meetings and temporary meetings, with regular meetings held at least once a year and temporary meetings proposed by members of the Remuneration and Appraisal Committee. Regular meetings of the Remuneration and Appraisal Committee shall be notified to all members five days before the meeting, and temporary meetings may be notified at any time according to emergencies.
Article 15 Members of the Remuneration and Assessment Committee may attend the meeting in person or entrust other members to attend the meeting and exercise their voting rights on their behalf. If a member of the Remuneration and Assessment Committee entrusts other members to attend the meeting and exercise the voting rights on his behalf, he shall submit a power of attorney to the meeting host. The power of attorney shall be submitted to the meeting host no later than the resolution of the meeting.
Article 16 If a member of the Remuneration and Appraisal Committee fails to attend the meeting in person or entrusts other members to attend the meeting on his behalf, it shall be deemed that he has not attended the relevant meeting. If a member of the Remuneration and Appraisal Committee fails to attend the meeting twice in a row, it shall be deemed that he cannot exercise his functions and powers normally, and the board of directors of the company may revoke his position as a member.
Article 17 The meeting shall be convened and presided over by the chairman. If the chairman is unable or unable to perform his duties, he shall designate another member to act on his behalf. When the chairman neither performs his duties nor appoints other members to perform their duties, any member can report the relevant situation to the board of directors of the company, and the board of directors of the company will appoint a member to perform the duties of the chairman.
Article 18 A meeting of the Remuneration and Appraisal Committee shall be held only when more than two thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 19 The voting method of the meeting of the Remuneration and Appraisal Committee is a show of hands or a vote; An interim meeting can be held by means of communication voting.
Article 20 When necessary, the Remuneration and Appraisal Committee may invite other persons related to the proposal of the meeting to attend the meeting as nonvoting delegates, introduce the situation or express their opinions, but non-members of the Remuneration and Appraisal Committee have no right to vote on the proposal.
Article 21 The Remuneration and Appraisal Committee may, if necessary, employ an intermediary agency to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 22 When discussing issues related to members at the meeting of the Remuneration and Assessment Committee, the parties concerned shall withdraw.
Article 23 The convening procedure, voting method, salary policy and distribution plan of the meeting of the Remuneration and Assessment Committee must comply with the relevant laws and regulations and the Articles of Association.
Article 24 The meeting of the Remuneration and Appraisal Committee shall be recorded, and the members attending the meeting shall sign the minutes, which shall be kept by the secretary of the board of directors of the company. The storage period shall not be less than ten years.
Article 25 The proposals and voting results adopted at the meeting of the Remuneration and Appraisal Committee shall be divided into two tasks.
Report to the board of directors of the company in writing within days.
Twenty-sixth members attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not release them to the public without authorization.
Related information.
Chapter VI Supplementary Provisions
Twenty-seventh matters not covered in these working rules shall be implemented in accordance with relevant national laws and regulations and the Articles of Association; In case of any conflict between these Detailed Rules and the laws and regulations promulgated by the state in the future or the articles of association amended by legal procedures, the relevant laws and regulations of the state and the articles of association shall prevail.
Article 28 These Rules shall be formulated, revised and interpreted by the board of directors of the company, and shall come into force as of the date of adoption by the directors of the company, and shall also apply to the revision.
Zhejiang Tiantie Industry Co., Ltd. April 2022