Hangzhou Qiandaohu Xunlong Sci-Tech Co., Ltd. (“Xunlong Sci-Tech”) has released the Terms of Reference for its Remuneration and Evaluation Committee, a governance document that will take effect upon the company’s H-share listing on the Hong Kong Stock Exchange.
The committee, established under the Board of Directors, will consist of three directors, with independent non-executive directors (INEDs) forming the majority. An INED will serve as chairperson, elected by the Board, and the committee’s tenure will coincide with the Board’s term.
Key mandates include: • Setting and applying performance assessment standards for executive directors and senior management, and providing corresponding remuneration recommendations. • Reviewing and recommending the overall remuneration policy and structure, as well as individual packages—covering salary, benefits, pensions and termination payments—for executive and non-executive directors. • Approving management’s remuneration proposals in line with corporate goals; benchmarking against industry pay levels, role responsibilities and internal conditions. • Ensuring no director or associate participates in decisions on his or her own remuneration and managing conflicts of interest through mandatory disclosure and voting abstention. • Overseeing compensation linked to dismissals, misconduct or loss of office to ensure alignment with contractual terms and fairness. • Reviewing and/or approving matters related to share schemes under Chapter 17 of the Hong Kong Listing Rules. • Advising the Board, which retains veto power over any remuneration plan contrary to shareholder interests.
Operational procedures stipulate that meetings require at least two-thirds attendance and majority votes for resolutions. Members may delegate voting by proxy, and minutes must be archived for 10 years. The secretary to the Board will coordinate meetings and information flow, while the committee may engage external advisers at the company’s expense.
Directors’ remuneration plans recommended by the committee need Board approval and subsequent shareholder endorsement; senior management packages require Board approval only. The charter mandates public disclosure of the committee’s role, composition, meeting frequency and performance in the annual Corporate Governance Report, and the full Terms of Reference will be posted on both the HKEX and company websites.
The document allows immediate amendments to remain consistent with evolving PRC regulations, Hong Kong Listing Rules and the company’s Articles of Association. It was approved by the Board and will become operative once Xunlong Sci-Tech’s H-shares are officially listed and trading on the Hong Kong Stock Exchange.