Shanghai Haohai Biological Technology Co., Ltd. (HAOHAI BIOTEC) announced that its board of directors approved the “Working Rules of the Remuneration and Appraisal Committee” at the 8th meeting of the sixth board session on 24 April 2026.
Key provisions are as follows:
1. Committee Composition • Minimum of three directors, with independent non-executive directors holding a majority. • The committee chair must be an independent non-executive director, elected by the board. • Members serve concurrent terms with their directorships and can be re-elected.
2. Principal Responsibilities • Drafting and overseeing performance evaluation indicators and remuneration systems for directors and senior management. • Recommending overall remuneration policies, individual pay packages, and compensation for loss or termination of office. • Reviewing and approving share-incentive schemes and employee stock ownership plans. • Ensuring no director participates in decisions on his or her own remuneration and supervising the implementation of approved policies.
3. Meeting Procedures • At least one regular meeting per financial year; interim meetings may be convened by the board, the committee chair, or two members jointly. • A quorum requires two-thirds of members; resolutions pass with a simple majority. • Meetings can be held in person or by telecommunication, and minutes must be retained for at least ten years.
4. Information Rights and Transparency • Committee members may access performance data, remuneration distribution plans, and other relevant information to fulfil oversight duties. • The committee chair (or a designated member) must attend the company’s annual shareholders’ meeting to respond to stakeholder queries. • If the board does not adopt the committee’s recommendations, reasons must be recorded and disclosed.
5. Compliance Framework The rules align with the PRC Company Law, Corporate Governance Guidelines for Listed Companies, STAR Market Listing Rules, Hong Kong Listing Rules, and the company’s Articles of Association. Any future legal or regulatory changes will prompt corresponding amendments, subject to board approval.
The adoption of these rules formalises HAOHAI BIOTEC’s remuneration governance structure, reinforcing transparency and aligning incentive mechanisms with shareholder interests.