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Dirui Medical: Working Rules of the Remuneration and Assessment Committee of the Board of Directors (revised in September 2025)

Shenzhen Stock Exchange
2025/09/30

Dirui Medical Technology Co., Ltd.

Working Rules of the Remuneration and Appraisal Committee of the Board of Directors

Chapter 1 General Provisions

Article 1 In order to further establish and improve the assessment and salary management system for the directors and senior managers (hereinafter referred to as "senior managers") of Dirui Medical Technology Co., Ltd. (hereinafter referred to as the "Company") and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China" and "Listed Companies" In accordance with the relevant provisions of laws, regulations, normative documents such as "Corporate Governance Code" and the "Articles of Association of Dirui Medical Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Remuneration and Assessment Committee of the Board of Directors (hereinafter referred to as the "Remuneration and Assessment Committee") has been specially established and these detailed rules have been formulated.

Article 2 The Remuneration and Assessment Committee is a specialized organization established by the Board of Directors in accordance with the resolution of the company's shareholders' meeting. It is mainly responsible for researching, formulating and conducting assessments for the company's directors and senior executives, and studying and reviewing the remuneration policies and plans for the company's directors and senior executives.

Article 3 The Remuneration and Assessment Committee is responsible to the Board of Directors and reports its work to the Board of Directors. Its proposals shall be submitted to the Board of Directors for review and decision.

Article 4 The Company’s Securities Department assists the Secretary of the Board of Directors in handling the daily affairs of the Remuneration and Appraisal Committee, including daily work liaison and the organization and preparation of the Remuneration and Appraisal Committee meetings.

Article 5 Directors as mentioned in these detailed rules refer to directors who receive remuneration from the company, and senior management personnel refer to the general manager appointed by the board of directors and other personnel identified in the company's articles of association as senior management personnel of the company.

Chapter 2 Members and Conveners

Article 6 There are 3 members of the Remuneration and Assessment Committee (hereinafter referred to as "members"), all of whom are directors, 2 of whom are independent directors.

Article 7 Members are nominated by the chairman of the board, more than 1/2 of the independent directors or more than 1/3 of all directors, and are elected by the board of directors.

Article 8 The Remuneration and Appraisal Committee shall have a chairman (convener) who is responsible for presiding over the work of the remuneration and appraisal committee. The chairman shall be elected among the independent directors and shall be approved by the board of directors.

Article 9 The term of office of a member shall be consistent with the term of directors of the same term. Upon expiration of the term of a member, he or she may be re-elected. If a member ceases to serve as a director of the company during his term of office, he will automatically lose his qualifications as a member. The board of directors shall replenish the number of members in accordance with relevant laws, regulations, normative documents and the relevant provisions of these rules.

Chapter 3 Responsibilities and Permissions

Article 10 The main powers of the Remuneration and Assessment Committee are:

(1) Study the evaluation standards for directors and senior executives, conduct evaluations and make suggestions;

(2) Research and review the remuneration policies and plans for directors and senior executives;

(3) Responsible for organizing the performance evaluation of directors and senior executives;

(4) Responsible for formulating a draft equity incentive plan;

(5) Other powers stipulated in laws, regulations, normative documents and the company's articles of association.

Article 11 The remuneration plan for the company's directors proposed by the Remuneration and Assessment Committee must be approved by the board of directors and submitted to the shareholders' meeting for review and approval before implementation; the remuneration distribution plan for the company's senior executives must be submitted to the board of directors for review and approval before implementation.

Chapter 4 Rules of Procedure

Article 12 The Remuneration and Assessment Committee shall convene a meeting as necessary, and the meeting notice shall be sent to all members 5 days before the meeting. With the approval of more than half of the committee members, the notice time limit may not be required.

Article 13 The meeting of the Remuneration and Appraisal Committee shall be convened and chaired by the chairman. If the chairman is unable or fails to perform his duties, other members shall convene or preside over them.

Article 14 When the board of directors or the remuneration and appraisal committee evaluates an individual director or discusses his remuneration, the director shall recuse himself.

Article 15 The Remuneration and Appraisal Committee shall evaluate directors and senior executives in accordance with the following procedures:

(1) The company’s directors and senior executives report their work and self-evaluation to the remuneration and assessment committee;

(2) The Remuneration and Appraisal Committee shall conduct performance evaluations of directors and senior executives in accordance with performance evaluation standards and procedures;

(3) Propose the remuneration amount and reward method for directors and senior executives based on the job performance evaluation results and remuneration distribution policy. After voting and approval, report to the company's board of directors.

Article 16 A meeting of the Remuneration and Appraisal Committee must be held with more than 2/3 of the members present; each member has one vote; resolutions made at the meeting must be passed by a majority of all members.

Article 17 The voting method for the meeting of the Remuneration and Appraisal Committee shall be a show of hands on site or voting by communication.

Article 18 Members may attend meetings in person, or authorize other members in writing to attend the meeting and exercise voting rights on their behalf. If a member neither attends in person nor entrusts another member to attend on his behalf, he shall be deemed to have waived his right to vote at the meeting.

Article 19 When the Remuneration and Assessment Committee deems it necessary, it may invite the company's directors and senior executives to attend the meeting.

Article 20 When the Remuneration and Assessment Committee deems it necessary, it may require the company to hire an independent financial consultant to express professional opinions on the feasibility of the equity incentive plan, whether it is conducive to the company's sustainable development, whether it harms the company's interests, and its impact on the interests of shareholders.

Article 21 There should be records of the meetings of the Remuneration and Assessment Committee, and the members attending the meeting should sign on the minutes; the minutes should be kept by the secretary of the board of directors, and the retention period should be no less than 10 years.

Article 22 The resolutions of the remuneration and assessment committee meetings shall be submitted in writing to the company’s board of directors.

Chapter 5 Supplementary Provisions

Article 23 Matters not covered in these detailed rules shall be governed by the relevant national laws and regulations and the company's articles of association; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the company's articles of association after being modified through legal procedures, the relevant national laws, regulations and the company's articles of association shall be implemented and shall be revised in a timely manner.

Article 24 The company’s board of directors is responsible for interpreting and revising these rules.

Article 25 These detailed rules shall come into effect from the date of review and approval by the company's board of directors.

Dirui Medical Technology Co., Ltd.

September 28, 2025