Implementation Rules of the Remuneration and Assessment Committee of the Board of Directors of Jinan High-tech Development Co., Ltd. (September 2025)
Jinan High-tech Development Co., Ltd. Implementation Rules of the Remuneration and Appraisal Committee of the Board of Directors
Jinan High-tech Development Co., Ltd.
Implementation 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 remuneration management system for directors (non-independent directors) and senior managers of Jinan High-tech Development Co., Ltd. (referred to as the "Company") and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Rules", "Articles of Association" and other relevant regulations, the company has specially established the Remuneration and Assessment Committee of the Board of Directors and formulated these implementation rules.
Article 2 The Remuneration and Assessment Committee is a specialized working organization established by the Board of Directors in accordance with the resolution of the shareholders' meeting. It is mainly responsible for formulating and conducting assessment standards for the company's directors and senior managers. It is responsible for formulating and reviewing the remuneration policies and plans for the company's directors and senior managers, and is accountable to the Board of Directors.
Article 3 Directors as mentioned in these rules refer to the chairman, vice chairman and directors who receive remuneration from the company, and senior managers refer to the general manager, deputy general manager, board secretary and financial officer of the company appointed by the board of directors.
Chapter 2 Personnel Composition
Article 4 The members of the Remuneration and Appraisal Committee shall consist of three to five directors, of which the majority shall be independent directors.
Article 5 The members of the Remuneration and Assessment Committee shall be nominated by the chairman of the board, 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 a chairman (convener), who shall be an independent director and shall be responsible for presiding over the work of the committee; the chairman shall be elected among the committee members and shall be submitted to the board of directors for approval.
Article 7 The term of office of the Remuneration and Assessment Committee shall be consistent with the term of the Board of Directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 4 to 6 above.
Chapter 3 Responsibilities and Permissions
Article 8 The Remuneration and Appraisal Committee of the Company’s Board of Directors is responsible for formulating and conducting appraisal standards for directors and senior managers, formulating and reviewing remuneration policies and plans for directors and senior managers, and reporting to Dong Jinan High-tech Development Co., Ltd. Implementation Rules for the Remuneration and Appraisal Committee of the Board of Directors on the following matters
The committee made recommendations:
(1) Remuneration of directors and senior managers;
(2) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association. If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Article 9 The board of directors has the right to veto the remuneration plan or plan proposed by the remuneration and assessment committee that harms the interests of shareholders.
Article 10 The remuneration plan for the company's directors proposed by the remuneration and assessment committee must be submitted to the board of directors for approval and then submitted to the shareholders' meeting for review and approval before implementation; the remuneration distribution plan for the company's senior managers must be submitted to the board of directors for approval.
Chapter 4 Decision-making Procedure
Article 11 The Remuneration and Appraisal Committee shall prepare the following materials before making decisions:
(1) Completion status of the company’s main financial indicators and business objectives;
(2) The scope of work and main responsibilities of the company’s senior managers;
(3) Completion of indicators involved in the job performance evaluation system for directors and senior managers;
(4) The business performance of directors and senior management personnel’s business innovation ability and profit-making ability;
(5) Formulate the company's salary distribution plan and relevant calculation basis based on the company's performance.
Article 12 The evaluation procedures for directors and senior managers by the Remuneration and Appraisal Committee:
(1) The company’s directors and senior managers report their work and self-evaluation to the remuneration and assessment committee of the board of directors;
(2) The Remuneration and Appraisal Committee shall conduct performance evaluations of directors and senior managers in accordance with performance evaluation standards and procedures;
(3) Propose the remuneration amounts for directors and senior managers based on job performance evaluation results and remuneration distribution policies Jinan High-tech Development Co., Ltd. Implementation Rules of the Remuneration and Appraisal Committee of the Board of Directors
The amount and reward method shall be reported to the company's board of directors after voting and approval.
Chapter 5 Rules of Procedure
Article 13 The Remuneration and Assessment Committee shall convene a meeting based on the company's situation and work needs, and notify all members three days before the meeting. The meeting shall be chaired by the chairman. If the chairman cannot attend, he may entrust another member (independent director) to preside over the meeting.
Article 14 A meeting of the Remuneration and Appraisal Committee must be held when more than two-thirds of the members are present; each member has one vote; resolutions made at the meeting must be approved by more than half of all members.
Article 15 If a member of the Remuneration and Appraisal Committee is unable to attend a meeting in person for any reason, he or she shall review the meeting materials in advance, form clear opinions, and entrust other members in writing to attend on his or her behalf. The voting method of the meeting is a show of hands or a vote; extraordinary meetings can be held by communication voting.
Article 16 When necessary, other directors and senior managers of the company may be invited to attend the meeting of the Remuneration and Appraisal Committee.
Article 17 If necessary, the Remuneration and Appraisal Committee can hire an intermediary agency to provide professional advice for its decision-making, and the fees will be paid by the company.
Article 18 When the Remuneration and Appraisal Committee meets to discuss issues related to committee members, the parties involved should recuse themselves. If effective deliberation opinions cannot be formed due to the absence of members of the Remuneration and Appraisal Committee, relevant matters shall be directly reviewed by the Board of Directors.
Article 19 The procedures for convening meetings of the Remuneration and Appraisal Committee, the voting methods, and the remuneration policies and distribution plans adopted at the meeting must comply with the provisions of relevant laws, regulations, the Articles of Association and these Rules.
Article 20 The meetings of the Remuneration and Appraisal Committee shall be recorded, and the members attending the meeting shall sign on the minutes; the minutes shall be kept by the secretary of the company's board of directors for a period of not less than 10 years.
Article 21 The resolutions and voting results adopted at the meeting of the Remuneration and Assessment Committee shall be submitted in writing to the company's board of directors.
Article 22 All members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Jinan High-tech Development Co., Ltd. Implementation Rules of the Remuneration and Appraisal Committee of the Board of Directors
Chapter 6 Supplementary Provisions
Article 23 These implementation rules shall come into effect from the date of approval by the board of directors.
Article 24 Matters not covered in these implementation rules shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association"; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the "Articles of Association" modified through legal procedures, they shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association", and shall be revised in a timely manner and submitted to the board of directors for review and approval.
Article 25 The right to interpret these rules belongs to the company’s board of directors.