Jiangsu red bean industrial Limited by Share Ltd

Implementation details of board remuneration and assessment committee

general provisions

Article 1 in order to further establish and improve the examination and remuneration management system of directors (non independent directors) and senior managers (hereinafter referred to as managers), and improve the corporate governance structure, the company shall set up the remuneration and Assessment Board of the board of directors and formulate the detailed rules for implementation according to the company law of the People's Republic of China, the guidelines for the administration of listed companies, the articles of association and other relevant provisions.

The second new remuneration and assessment committee is mainly responsible for formulating the assessment criteria and assessing the directors and managers of the company. It is responsible for formulating and reviewing the remuneration policies and plans of directors and managers of the company, and is responsible for the board of directors.

The third "Directors" referred to in these rules refer to the deputy chairman and director of the company's remuneration. The manager refers to the general manager, deputy general manager, Secretary of the board of directors and financial officer in charge of the board of directors.

The second chapter is about personnel composition.

The fourth remuneration and assessment committee members consist of three directors, including two independent directors.

The fifth remuneration and the members of the examination committee shall be nominated by the chairman, more than 1/2 of the independent directors or all the directors, and shall be elected by the board of directors. The 1/3 members shall be elected by the board of directors.

The sixth remuneration and assessment committee shall have a chairman (convener) and an independent director member appointed by the board of directors to preside over the work of the Committee.

The seventh remuneration and the term of office of the assessment committee are consistent with that of the board of directors.

During the period, if a member is no longer a director of the company, he will automatically lose the qualification of the Committee and the committee shall make up the number of members in accordance with the provisions of articles 4 to sixth above.

The eighth remuneration and assessment committee consists of a working group, which is responsible for providing relevant information on the company's operations and the relevant information of the staff. It is responsible for preparing the meeting of the remuneration and assessment committee and implementing the relevant resolutions of the remuneration and assessment committee.

The third chapter of responsibility and authority

The ninth duties and responsibilities of the assessment committee are:

(1) to draw up remuneration plans or plans according to the main scope, responsibilities and importance of directors and senior managers;

(two) pay plans or programmes include, but are not limited to, performance evaluation standards, procedures and major evaluation systems, and the main programmes and systems for reward and punishment;

(three) review the performance duties of directors (non independent directors) and senior managers, and conduct annual performance appraisal for them.

(four) supervise the implementation of the company's remuneration system;

(five) other matters authorized by the board of directors.

The tenth board of directors has the right to veto a pay plan or scheme that damages shareholders' interests.

The remuneration plan of directors of the company raised by the eleventh remuneration and assessment committee shall be submitted to the shareholders' meeting for approval after approval by the board of directors, and the remuneration allocation plan of the company manager shall be reported to the board of directors for approval.

The fourth chapter is decision-making process.

The twelfth working groups under the remuneration and assessment committee are responsible for the preparatory work of the remuneration and assessment committee's decision making.

(1) to provide the main financial indicators and operating objectives of the company;

(two) the scope and main responsibilities of the company's senior management.

(three) to provide the completion of indicators in the performance appraisal system for directors and senior managers.

(four) to provide business performance of directors and senior managers in terms of business innovation and profitability.

(five) provide the relevant measurement basis for drawing up the company's salary distribution plan and distribution method according to company performance.

The thirteenth remuneration and assessment committee's evaluation procedures for directors and senior managers:

(1) directors and senior managers of the company report and appraise the remuneration and assessment committee of the board of directors.

(two) the remuneration and assessment committee conducts performance evaluation of directors and senior managers according to performance evaluation standards and procedures.

(three) according to the results of the post performance evaluation and the salary distribution policy, the remuneration amount and the reward method of directors and senior management personnel shall be put forward.

Fifth chapter rules of procedure

The fourteenth meeting of the remuneration and assessment committee shall be notified 5 days before the meeting. The meeting shall be presided over by the chairman. When the chairman is unable to attend the meeting, he may delegate another member (independent director) to the chair.

The fifteenth remuneration and assessment committee meetings shall be held by more than 2/3 members; each member shall have one vote; the resolution made by the conference must be approved by a majority of all the members.

The sixteenth way of voting is to vote by hand or by vote, and the interim meeting can be held by means of a communication vote.

The seventeenth remuneration and appraisal committee meetings may, when necessary, invite directors, supervisors and senior managers of the company to attend the meeting.

Eighteenth, if necessary, script src=>