2023-03-29-上交所-凯盛新能源股份有限公司董事会薪酬委员会实施细则（2023年3月修订）_4页_104kb

Summary of Kaisheng New Energy Share Co. Ltd. Board Compensation and Evaluation Committee Implementation Details

Overview

This document outlines the Board Compensation and Evaluation Committee (CEC) for Kaisheng New Energy Share Co. Ltd., detailing its purpose, composition, responsibilities, and operational rules. Established to improve the management of directors' and senior management compensation, aligning with corporate governance standards. The revision was adopted by the board on March 29, 2023, with the aim of enhancing transparency and governance through a structured approach to salary, bonuses, benefits, and other forms of remuneration, based on legal frameworks like the Company Law and Hong Kong Stock Exchange Listing Rules.

Committee Composition

The CEC consists of three board members, with a majority required to be independent directors. Members are nominated by the chairman, at least half the independent directors, or one-third of all directors, and are elected by the board. The committee is chaired by an independent director appointed by mutual election and board approval. The term aligns with the board, allowing re-election or replacement upon changes in directorship.

Roles and Responsibilities

The CEC focuses on developing compensation policies, reviewing and approving salary structures for directors and senior managers, ensuring fairness in severance and termination payments, and consulting on fairness. Key duties include preparing for meetings, formulating remuneration suggestions based on performance and comparable industry standards, and providing advice to the board or shareholders when necessary. It also requires committee members to avoid conflicts of interest in self-evaluation.

Authority and Decision-Making

The committee must reference company financial and performance data for evaluations, with suggestions subject to board or shareholder approval as mandated by law. The board can veto plans that harm shareholder interests. Decisions involve reviews after data preparation, including performance assessments and voting on compensation allocations.

Meeting Procedures

The CEC holds at least one meeting per year, with provisions for quorum, voting rights, and secret meetings. Meetings can be conducted by invitation of directors or external experts, and proposals are documented and submitted for board review, with strict confidentiality and adherence to legal provisions.

General Provisions

The implementation took effect from the date of board approval and can be amended following changes in law or corporate rules. Disagreements between Chinese and English versions are resolved by the Chinese text.