Sino-Synergy Establishes Formal Remuneration Committee Framework to Strengthen Corporate Governance

Bulletin Express
05/22

Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. has released the “Rules of Procedure for the Remuneration Committee of the Board of Directors,” formally detailing the committee’s composition, authority and operating guidelines in line with the PRC Company Law and Hong Kong Listing Rules.

Key features of the new framework include:

1. Committee Structure • At least three directors will serve on the Remuneration Committee, with independent non-executive directors making up the majority. • An independent non-executive director will chair the committee, and the company secretary will act as secretary to the committee. • Members’ terms coincide with their directorships; vacancies arising from loss of director status or independence must be filled by Board appointment.

2. Scope of Responsibilities • Recommend overall remuneration policy and structure for directors and senior management, ensuring a transparent process.​ • Formulate job descriptions, performance criteria and appraisal processes for directors and senior executives. • Propose and review individual remuneration packages—covering salary, benefits, pensions and exit compensation—while benchmarking against peer companies, workload and internal pay conditions. • Oversee equity incentive schemes, employee stock ownership plans and shareholding arrangements in subsidiaries slated for spin-offs. • Ensure no director or associate participates in decisions on his or her own compensation.

3. Decision-Making and Meeting Protocols • Regular meetings will be held at least once a year; extraordinary meetings can be convened by the Board, the committee chair or two members. • A quorum requires two-thirds attendance; resolutions pass with a majority vote, excluding conflicted members. • The committee is empowered to obtain any information from employees and to engage external advisers at the company’s expense. • Recommendations on director remuneration require Board approval and subsequent shareholder endorsement, while senior management pay plans need Board approval only.

4. Transparency and Compliance • The committee’s terms of reference will be published on both the company’s and the Hong Kong Stock Exchange websites. • Sino-Synergy will disclose its remuneration policies and senior management pay bands in the annual report.

The rules take immediate effect following Board approval and supersede prior versions. Any future conflicts with amended laws, the Articles of Association or Hong Kong Listing Rules will trigger timely revisions subject to Board approval.

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