SICHUAN LANGUANG JUSTBON SERVICES GROUP CO., LTD.

四 川 藍 光 嘉 寶 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: 2606)

(hereafter the "Company")

Remuneration Committee - Terms of Reference

  1. Members
    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.
    2. The Remuneration Committee must be chaired by an independent non-executive director and appointed by the Board.
    3. The terms of appointment to the Remuneration Committee members should be determined by the Board at the appointment date.
  2. Secretary
    1. Each of the joint company secretaries of the Company (the "Joint Company Secretaries") shall act as the secretary of the Remuneration Committee.
    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
    1. The Remuneration Committee should meet at least once a year.
    2. Due notice 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.
    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 non-executive director.
    4. 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).
    5. Resolutions of the Remuneration Committee shall be passed by more than half of its members.

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    1. A resolution passed and signed by all members of the Remuneration Committee is valid, and the validity is the same as any resolution passed in the meeting held.
    2. Full minutes of Remuneration Committee meeting should be kept by the Joint Company Secretaries or the 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, respectively, within a reasonable time after the meeting.
  1. Meeting attendance
    1. Upon the invitation from the Remuneration Committee, the chairman or chairlady of the Board and/or the general manager or the chief executive officer, the chief financial officer, external advisor and other persons can be invited to attend all or part of any meeting.
    2. Only the members of the Remuneration Committee can vote in the meeting.
  2. Annual General Meeting
    1. The chairman or chairlady of the Remuneration Committee or (if absent) the other member of Remuneration Committee (must be an independent non-executive director) should attend the annual general meeting of the Company, and handle the shareholders' enquiry on the activities and responsibilities related to the Remuneration Committee at such meeting.
  3. Duties and Powers
    The Remuneration Committee shall have the following duties and powers:
    1. to make recommendations to the Board on the Company's policy and structure for remuneration of all directors, supervisors and members of senior management and on the establishment of a formal and transparent procedure for developing remuneration policy;
    2. to make recommendations to the Board on the remuneration packages of executive directors. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;
    3. to review and approve the remuneration packages of members of senior management with reference to the Board's corporate goals and objectives. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;
    4. to make recommendations to the Board on the remuneration of non-executive directors;
    5. to make recommendations to the Board on the remuneration of supervisors;
    6. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

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    1. to ensure the compensation payable to executive directors and members of senior management for any loss or termination of office or appointment is consistent with contractual terms and is otherwise fair and not excessive;
    2. 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
    3. to ensure that no director or any of his associates is involved in deciding his own remuneration.
  1. Reporting
    1. The Remuneration Committee shall report to the Board after each of its meetings.
  2. Authority
    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.
    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.
    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 same persons referred to in the Company's annual report. 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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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 October 2019 22:33:14 UTC