ZJ InnoLight has released a comprehensive “Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors,” establishing a detailed framework for overseeing director and senior management compensation and performance evaluation. The rules will come into force upon the company’s H-share listing on the Main Board of The Stock Exchange of Hong Kong.

The Remuneration and Appraisal Committee must comprise at least three directors, with independent directors holding the majority. An independent director will serve as convener, responsible for leading the committee and presiding over meetings. Members’ terms coincide with the board’s tenure, and any vacancy reducing membership below two-thirds must be filled within 60 days; until then, the committee’s authority is suspended.

Key responsibilities include: • Recommending remuneration packages for directors and senior management, covering cash, non-monetary benefits, pension rights and exit compensation. • Proposing and revising share incentive schemes, employee stock ownership plans and shareholding arrangements for directors and senior managers in subsidiaries slated for spin-off. • Reviewing and approving compensation linked to dismissal, loss or termination of office to ensure terms are fair, reasonable and contract-compliant. • Ensuring no director or associate participates in decisions regarding their own remuneration. • Exercising veto power over any remuneration plan deemed detrimental to shareholder interests.

The committee must meet at least once a year with five-day advance notice, and resolutions require approval from more than half of all members. Detailed minutes are to be archived for ten years, and the board is obligated to disclose the committee’s annual activities in its work report.

The rules align with China’s Company Law, the Code of Corporate Governance for Listed Companies, and Chapter 17 of the Hong Kong Listing Rules, reinforcing ZJ InnoLight’s governance structure as it prepares for public trading in Hong Kong.