AsiaInfo Technologies Limited — Remuneration Information 2018

Dec 18, 2018

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AsiaInfo Technologies Limited 亞信科技控股有限公司

(Incorporated in the British Virgin Islands with limited liability) (the “ Company ”) (Stock Code: 1675)

Remuneration Committee Terms of Reference

(Adopted by the Board of Directors of the Company on November 26, 2018)

1. Constitution

The board of directors of the Company (the “ Board ”) hereby constitutes and establishes a remuneration committee (the “ Remuneration Committee ”) with authority, responsibility, and specific duties as described below.

2. Members

• 2.1 The Remuneration Committee shall be appointed by the Board and a majority of the members of the Remuneration Committee shall be independent non-executive directors of the Company.

• 2.2 The Remuneration Committee shall be chaired by an independent non-executive director of the Company (the “ Chairman ”).

• 2.3 The Remuneration Committee shall consist of not less than three (3) members. The quorum for a meeting of the Remuneration Committee shall be two (2) members, one (1) of whom shall be an independent non-executive director of the Company. A duly convened meeting of the Remuneration Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Remuneration Committee. Members of the Remuneration Committee shall attend the meeting in person or through electronic communications of, including but not limited to, telephone or video conference.

3. Secretary

The company secretary of the Company or his/her nominee shall be the secretary of the Remuneration Committee.

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4. Authority

• 4.1 The Remuneration Committee is authorized by the Board to act within the scope of the terms of reference. The Remuneration Committee is authorised to seek any information it requires from any employee of the Company, and all employees are directed to co-operate with any request made by the Remuneration Committee. The Remuneration Committee is authorized by the Board to consult the chairman and/or major administrative personnel of the Company about the remuneration proposals for other directors of the Company.

• 4.2 The Remuneration Committee is authorized by the Board, at the Company’s expense but subject to prior discussion with the Board on costs, to obtain outside legal or other independent professional advice if it considers necessary.

• 4.3 The Remuneration Committee shall be provided with sufficient resources to perform its duties.

5. Duties

• 5.1 The duties of the Remuneration Committee shall be:

• (a) to make recommendations to the Board on the Company’s policy and structure for all directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy with reference to remuneration paid by comparable companies, time commitment and responsibilities and employment conditions of other positions of the Company and its subsidiaries;

• (b) to formulate, review and approve key performance indicators (KPI) and remuneration proposals for senior management (i.e. Chief Executive Officer (CEO) and senior management (with position higher than senior vice president) of the Company) with reference to the Board’s corporate goals and objectives;

• (c) to decide on the remuneration packages of all executive directors of the Company and make recommendations to the Board on the remuneration packages of all non-executive directors and independent non-executive directors of the Company, which shall include, but not limited to, benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment), share options and restricted share units, and to ensure that none of the directors of the Company or any of their associates participate in determining their own remuneration;

• (d) to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is not excessive;

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• (e) to review the performance of executive directors, assess whether executive directors have fulfilled their diligence obligations, ensure that executive directors effectively control and supervise the operations and management of the Company and safeguard the overall interests of all shareholders and the Company, and to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

• (f) where the service contract of a director or proposed director of the Company or its subsidiaries is required to be approved by the shareholders of the Company pursuant to Rule 13.68 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the Remuneration Committee (or an independent board committee) shall form a view in respect of such service contract and advise shareholders (other than shareholders who are directors with a material interest in such service contract and their associates) as to whether the terms are fair and reasonable, advise whether such service contract is in the overall interests of the Company and its shareholders as a whole and advise shareholders on how to vote;

• (g) to oversee the Company to set up incentive and performance evaluation procedures, formulate employee incentive plans, and make recommendations to the Board and general shareholders’ meeting; and

• (h) to consider all other matters as referred to the Committee by the Board.

• 5.2 In carrying out its duties under the scope of the terms of reference, the Remuneration Committee shall:

• (a) provide the remuneration packages sufficient to attract and retain directors to run the Company successfully without paying more than is necessary;

• (b) be sensitive to the wider scene, including pay and employment conditions elsewhere, especially when determining annual salary increases;

• (c) ensure that the performance-related elements of remuneration form a significant proportion of the total remuneration package of executive directors of the Company and shall be designed to align their interest with those of shareholders and to give these directors keen incentives to perform at the highest levels; and

• (d) ensure that share options (if any) are offered in accordance with the Listing Rules.

6. Notice of Meetings

• 6.1 A meeting of the Remuneration Committee may be convened by any of its members through the company secretary of the Company.

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• 6.2 For regular meetings and as far as practicable for all other meetings, an agenda and accompanying documents shall be sent to all members of the Remuneration Committee in a timely manner and at least three (3) days before the intended date of meeting (or such other period as the members may agree).

7. Frequency and Proceedings of Meetings

• 7.1 Meetings shall be held as and when appropriate, but at least once annually or at such frequency as required under the Listing Rules or other regulatory requirements applicable to the Company from time to time.

• 7.2 The Chairman may convene additional meetings at his discretion.

• 7.3 The Chairman (or in his or her absence, a member designated by the Chairman) shall preside at all meetings of the Remuneration Committee. The Chairman shall be responsible for leading the Remuneration Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

• 7.4 The meetings of the Remuneration Committee shall be convened only if more than half of its members are present; each member shall have one vote; the resolutions made at the meetings shall be passed by more than half of all members.

• 7.5 The Chairman may require members of management (including senior management) and/or the Board to attend meetings of the Remuneration Committee if necessary or required.

8. Reporting Procedures

• 8.1 The Remuneration Committee shall report to the Board the findings and recommendations after each meeting of the Remuneration Committee, unless there are legal or regulatory restrictions on its ability to do so.

• 8.2 Where the Board resolves to approve any remuneration or compensation arrangements with which the Remuneration Committee disagrees, the Board shall disclose the reasons for its resolution in its next corporate governance report.

• 8.3 The Company shall disclose details of any remuneration payable to members of senior management at least by band, or even on an individual and named basis as a best practice, in its annual reports with the endorsement of the Remuneration Committee.

9. Minutes

• 9.1 Minutes of the Remuneration Committee meetings shall be kept by the office of the board of directors and shall be open for inspection at any reasonable time on reasonable notice by any director.

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• 9.2 Minutes of Remuneration Committee meetings shall record in sufficient detail the matters considered by the Remuneration Committee members and decisions reached, including any concerns raised by the Remuneration Committee members and dissenting views expressed. Draft and final versions of minutes of the Remuneration Committee meeting shall be sent to all members of the Remuneration Committee for their comment and records respectively, in both cases within a reasonable time after the meeting.

10. General

• 10.1 These terms of reference shall be updated and revised as and when necessary in light of changes in circumstances and changes in regulatory requirements, including those under the Listing Rules.

• 10.2 The Articles of Association of the Company regulating the meetings and proceedings of the Board so far as the same are applicable and are not replaced by the provisions in these terms of reference shall apply to the meetings and proceedings of the Remuneration Committee.

• 10.3 The Remuneration Committee shall make available these terms of reference to the public, explaining its role and the authority delegated to it by the Board, by including them on the Hong Kong Exchanges and Clearing Limited news website (www.hkexnews.hk) and the Company’s website (www.asiainfo.com).

• Note: This document was drafted in Chinese. The English translation is for reference only. Should any discrepancies arise between the Chinese version and the English version of this document, the Chinese version shall prevail.

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