the Board of Directors Chapter I General Provisions Article 1 In order to further establish and improve the appraisal and remuneration management system for directors (non-independent directors) and senior management personnel (hereinafter referred to as management personnel) of Sinoma International Engineering Co., Ltd. In accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Articles of Association and other relevant regulations, the Company hereby establishes the Remuneration and Appraisal Committee of the Board of Directors and formulates the Implementation Rules. Article 2 The Remuneration and Appraisal Committee is a special working body established by the Board of Directors in accordance with the resolution of the shareholders' meeting, which is mainly responsible for studying the appraisal standards of the directors and senior management of the Company, conducting appraisal and making recommendations, and studying and reviewing the remuneration policies and plans of the directors and senior management of the Company. Article 3 The term "directors" as mentioned in these Rules refers to the chairman, vice chairman and directors who receive remuneration from the Company. The term "senior management personnel" refers to the president, vice president, secretary to the board of directors, chief financial officer appointed by the board of directors and other senior management personnel identified by the board of directors upon the proposal of the president. Chapter II Composition Article 4 The Remuneration and Appraisal Committee shall consist of three to five directors, with more than half of the directors being independent directors. Article 5 The members of the Remuneration and Appraisal Committee shall be nominated by the chairman of the board of directors, 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 Appraisal Committee shall have one chairman (convener), who shall be an independent director and be responsible for presiding over the work of the Committee. The chairman shall be elected from among the members and shall be submitted to the Board of Directors for approval. Article 7 The term of office of the Remuneration and Appraisal Committee shall be the same as that of the Board of Directors. A member of the Remuneration and Appraisal Committee may continue to serve his/her post upon the expiration of his/her term if he/she is re-elected. Prior to the expiration of the term of office, a member shall not be removed from office without cause unless there are circumstances under which he may not hold office as stipulated in the Company Law, the Articles of Association or these Implementation Rules. If any member ceases to be a director of the Company during the term of office, he/she shall automatically lose his/her qualification as a member, and the number of members of the Committee shall be filled in accordance with the provisions of Articles 4 to 6 above. Article 8 The Remuneration and Appraisal Committee has a working group, which is composed of the Party Committee Organization Department/Human Resources Department, Enterprise Management Department and other departments. Be responsible for providing the information related to the operation of the Company and the information related to the evaluated personnel, preparing the meetings of the Remuneration and Appraisal Committee and implementing the relevant resolutions of the Remuneration and Appraisal Committee, and the Office of the Board of Directors is responsible for preparing the meetings of the Remuneration and Appraisal Committee. Chapter 3 Duties and Authorities Article 9 The Remuneration and Appraisal Committee shall be responsible for formulating and assessing the appraisal standards for directors and senior management, formulating and reviewing the remuneration policies and plans for directors and senior management, and making recommendations to the Board of Directors on the following matters: (1) remuneration of directors and senior management; (2) The formulation or amendment of the share incentive scheme and employee stock ownership scheme, and the fulfillment of the conditions for the grant of rights and interests to the incentive participants and the exercise of such rights and interests; (3) The arrangement of the shareholding plan by the directors and senior management in the subsidiary to be spun off; (4) Other matters as stipulated by laws, administrative regulations, the provisions of the CSRC and the Articles of Association. If the Board of Directors does not adopt or does not fully adopt the recommendations of the Remuneration and Appraisal Committee, the Board of Directors shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for not adopting them in the resolution of the Board of Directors, and disclose them. Article 10 The board of directors shall have the right to veto any remuneration plan or scheme that is detrimental to the interests of shareholders. Article 11 The equity incentive plan proposed by the Remuneration and Appraisal Committee and the remuneration plan for the directors of the Company shall be submitted to the Board of Directors for approval, and shall be submitted to the shareholders' meeting for consideration and approval before implementation. The Remuneration and Appraisal Committee shall propose the remuneration distribution plan for the directors and senior management according to the evaluation and appraisal results, and shall submit it to the Board of Directors for approval after voting. Chapter 4 Decision-making Procedures Article 12 The working group under the Remuneration and Appraisal Committee shall be responsible for the preliminary preparation for the decision-making of the Remuneration and Appraisal Committee and provide the following information of the Company: (1) provide the completion of the Company's major financial indicators and business objectives; (2) provide the scope of work and main responsibilities of the senior management of the Company; To provide information on the completion of the indicators involved in the performance appraisal system for the positions of directors and senior management; (4) To provide information on the operating performance of the business innovation ability and profitability of directors and senior management; (5) To provide the relevant calculation basis for formulating the Company's remuneration distribution plan and distribution method according to the Company's performance. Article 13 The procedures for the assessment of directors and senior management by the Remuneration and Appraisal Committee are as follows: (1) The directors and senior management of the Company shall report their work and make self-assessment to the Remuneration and Appraisal Committee of the Board of Directors; (2) The Remuneration and Appraisal Committee shall assess the performance of directors and senior management in accordance with the performance assessment standards and procedures; (3) Propose the amount of remuneration and reward methods for directors and senior managers according to the results of post performance evaluation and remuneration distribution policy, and report them to the board of directors of the company after voting. Chapter 5 Rules of Procedure Article 14 The Remuneration and Appraisal Committee shall convene a meeting according to actual needs, and may convene a meeting upon the proposal of more than two (including two) members or when the chairman (convener) deems it necessary. In principle, all members shall be notified of the meeting five days before the meeting is held. In case of emergency and the meeting needs to be held as soon as possible, the notice of the meeting may be given by telephone or other oral means, but the convener shall make an explanation at the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend the meeting, he may entrust another member (independent director) to preside over the meeting. In the event that the chairman of the Remuneration and Appraisal Committee neither performs his duties nor designates another member to perform his duties on his behalf, any member may report the relevant information to the Board of Directors of the Company, and the Board of Directors of the Company shall designate a member to perform the duties of the convener of the Remuneration and Appraisal Committee. Article 15 Meetings of the Remuneration and Appraisal Committee shall be held only when more than two-thirds (including two-thirds) of the members are present; each member shall have one vote; resolutions made at the meeting shall be passed by more than half of all members. Article 16 Voting at meetings of the Remuneration and Appraisal Committee shall be taken by a show of hands or by poll. Meetings shall generally be held in the form of on-site meetings. In case of special circumstances, the meeting may be convened by means of communication with the consent of the chairman under the condition that the members can fully express their opinions. Article 17 Directors and senior management of the Company may be invited to attend the meetings of the Remuneration and Appraisal Committee when necessary. Article 18 If necessary, the Remuneration and Appraisal Committee may engage an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the Company. Article 19 Any member of the Remuneration and Appraisal Committee who has an interest in the matters to be discussed at the meeting shall withdraw. A meeting of the Remuneration and Appraisal Committee may be held only if more than half of the unrelated members are present, and the resolutions of the meeting shall be passed by more than half of the unrelated members. If the number of unrelated members present at the meeting is less than half of the total number of unrelated members of the Remuneration and Appraisal Committee, the matter shall be submitted to the Board of Directors for consideration. Article 20 The convening procedures and voting methods of the meetings of the Remuneration and Appraisal Committee, as well as the remuneration policies and distribution plans adopted at the meetings, shall comply with the relevant laws and regulations, the Articles of Association and these Measures. Article 21 Minutes shall be kept for the meetings of the Remuneration and Appraisal Committee, which shall be signed by the members attending the meeting. The minutes shall be kept by the secretary of the Board of Directors of the Company. Article 22 The resolutions passed at the meeting of the Remuneration and Appraisal Committee and the voting results shall be reported to the Board of Directors of the Company in writing. Article 23 Members attending the meeting shall be obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization. Chapter VI Supplementary Provisions Article 24 These Implementation Rules shall come into force as of the date of adoption of the resolution of the Board of Directors. Article 25 Matters not covered in these Implementation Rules shall be implemented in accordance with the relevant laws and regulations of the State and the Articles of Association. In the event that these Implementation Rules conflict with the laws and regulations promulgated by the State in the future or the Articles of Association amended through legal procedures, the relevant laws and regulations of the State and the Articles of Association shall prevail, and these Implementation Rules shall be amended immediately and submitted to the Board of Directors for consideration and approval. Article 26 The Board of Directors of the Company reserves the right to interpret these Rules.
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