Jinke Smart Services Group Co., Ltd. — Remuneration Information 2020

Nov 15, 2020

Jinke Smart Services Group Co., Ltd. 金科智慧服務集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9666)

(hereafter the “ Company ”)

Remuneration Committee – Terms of Reference

1. Members

• 1.1 The remuneration committee of the Company (the “ Remuneration Committee ”) should be established by the board of directors of the Company (“ Board ”) and it should comprise a majority of independent non-executive directors. Members of the Remuneration Committee shall be appointed by the Board.

• 1.2 The Remuneration Committee must be chaired by an independent non-executive director and appointed by the Board.

• 1.3 The terms of appointment to Remuneration Committee members should be determined by the Board at the appointment date.

2. Secretary

• 2.1 Each of the joint company secretaries of the Company (the “ Joint Company Secretaries ”) shall act as the secretary of the Remuneration Committee.

• 2.2 The Remuneration Committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the Remuneration Committee.

3. Meeting

• 3.1 The Remuneration Committee should meet at least once a year. Any member of the Remuneration Committee can call for a meeting.

• 3.2 Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the Remuneration Committee. Notwithstanding the notification period, the attendance of the member of the Remuneration Committee at the meeting would be deemed as the waiver by such members of the required notification requirement. If the follow-up meeting takes place within 14 days after the meeting, then no notification is required for such follow-up meeting.

• 3.3 The quorum necessary for the transaction of business of the Remuneration Committee shall be two members of the Remuneration Committee, one of whom must be an independent nonexecutive director.

• 3.4 Any member of the Remuneration Committee can propose matters for discussion on the meeting agenda.

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• 3.5 Meeting can be attended in person or via electronic means including telephone or videoconferencing. The members of the Remuneration Committee can attend the meeting via telephone or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).

• 3.6 Resolutions of the Remuneration Committee shall be passed, in the case of a meeting, by more than half of the members of the Remuneration Committee attending such meeting.

• 3.7 A resolution passed and signed in writing by all members of the Remuneration Committee is valid, and the validity is the same as any resolution passed in the official meeting held.

• 3.8 Full minutes of Remuneration Committee meeting should be kept by the Joint Company Secretaries or a duly appointed secretary of the Remuneration Committee and be available for review by the directors. Draft and final versions of minutes of the meeting should be sent to all members of the Remuneration Committee for their comment and records, within a reasonable time after the meeting.

4. Meeting attendance

• 4.1 Upon the invitation from the Remuneration Committee, the chairman of the Board, the executive director, the president, the executive general manager, the deputy general manager, the chief financial officer, the secretary of the Board (or equivalent), other senior staff members responsible for the human resources function, external advisor and/or other persons can be invited to attend all or part of any meeting.

• 4.2 Only the members of the Remuneration Committee can vote in a meeting of the Remuneration Committee.

5. Annual General Meeting

• 5.1 The chairman or chairlady of the Remuneration Committee or (if absent) the other member of Remuneration Committee (who must be an independent non-executive director) should attend the annual general meetings of the Company, and handle the shareholders’ enquiry on the activities and responsibilities related to the Remuneration Committee at such meetings.

6. Duties and Powers

The Remuneration Committee shall have the following duties and powers:

• 6.1 to make recommendations to the Board on the Company’s policy and structure for all directors, supervisors and members of senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

• 6.2 to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives (including benefits in kind, pensions and payment of compensation (including the compensation for losing or terminating the position or appointment));

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• 6.3 to determine the specific terms of the remuneration package for each executive director and senior management;

• 6.4 to make recommendations to the Board on the remuneration of non-executive directors;

• 6.5 to make recommendations to the Board on the remuneration of supervisors;

• 6.6 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

• 6.7 to review and approve the 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 otherwise fair and not excessive;

• 6.8 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; and

• 6.9 to ensure that no director or any of his associates is involved in deciding his own remuneration.

7. Reporting

• 7.1 The Remuneration Committee shall report to the Board after each of its meetings.

8. Authority

• 8.1 The Remuneration Committee should consult the chairman or chairlady of the Board and/or the chief executive officer about their remuneration proposals for other executive directors.

• 8.2 The Remuneration Committee is authorised to request the supervisors and senior management of the Company to provide any required resources or information related to the remuneration package to perform its duties.

• 8.3 The Remuneration Committee should have access to independent professional advice at the Company’s expense if necessary, to perform the responsibilities of the Remuneration Committee.

Remark: the independent professional advice can be sought via the chief financial officer or the Joint Company Secretaries.

• 8.4 The Remuneration Committee should be provided with sufficient resources to perform its duties.

  • Remark: “senior management” refers to the persons referred to in the Company’s prospectus or the interim/ annual report of the Company (whichever is the latest) as senior management of the Company. It is the responsibility of the directors of the Company to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries, heads of divisions, departments or other operating units within the group as, in the opinion of the Company’s directors, is appropriate.

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