Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment [1] - The committee is responsible for formulating assessment standards and reviewing compensation policies for directors and senior management [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of more than three directors, with a majority being independent directors [2] - The committee elects a chairperson from among the independent directors to lead its activities [2] - The term of committee members aligns with that of the directors, and they can be re-elected [2] Group 2: Responsibilities - The committee is tasked with developing assessment standards for directors and senior management and reviewing their compensation policies [3] - It must propose recommendations to the board regarding the compensation of directors and senior management, as well as any changes to incentive plans [3][4] Group 3: Meeting Procedures - Meetings of the committee require at least two-thirds of members to be present for decisions to be made [5] - The committee can hold meetings via various communication methods, including phone and video conferencing [5][6] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [7]

Core Points - The article outlines the rules for the Compensation and Assessment Committee of Baotailong New Materials Co., Ltd, aimed at improving the management of compensation and assessment for directors and senior management [1][2] - The committee is responsible for establishing assessment standards, reviewing compensation policies, and making recommendations to the board [1][3] Group 1: General Provisions - The Compensation and Assessment Committee is established to enhance the governance structure of the company [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee is tasked with formulating assessment standards for directors and senior management, as well as reviewing compensation mechanisms [3][4] - Recommendations made by the committee regarding compensation must be approved by the board and submitted for shareholder review [3] Group 3: Decision-Making Procedures - The committee must prepare relevant materials and coordinate with departments before making decisions [4][5] - The committee is required to hold at least one meeting annually, with a quorum of two-thirds of members present [5][6] Group 4: Meeting Regulations - Meetings must be documented, and records should be kept for a minimum of ten years [6][8] - The committee has the authority to invite other directors and senior management to meetings when necessary [6]

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management of compensation and assessment for directors and senior management, improving corporate governance structure [1] - The committee is responsible for formulating, managing, and assessing the compensation system for directors and senior management, reporting to the board of directors [1][2] - The committee consists of three directors, with the chairperson being an independent director [2] Group 1: Committee Structure - The committee is composed of three directors, nominated by the chairman, independent directors, or a third of all directors, and elected by the board [2] - The term of the committee aligns with that of the board, and if a member ceases to be a director, they automatically lose their committee position [2][3] - The committee can appoint a convenor from among its members, who is responsible for leading the committee's work [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include formulating compensation plans for directors and senior management, reviewing their performance, and developing equity incentive plans [3][4] - The committee must submit its compensation plans and equity incentive proposals to the board for approval before implementation [4] - The committee can hire external agencies for professional advice, with costs borne by the company [4] Group 3: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as needed [5] - Meetings can be convened by the convenor or at the request of the chairman, general manager, or two or more committee members [5] - A quorum for meetings requires the presence of more than half of the committee members, and decisions are made by a majority vote [5][6] Group 4: Documentation and Confidentiality - Meeting minutes must be recorded and signed by attendees, with members having the right to request their statements be included [7] - Members are obligated to maintain confidentiality regarding company information that has not been publicly disclosed [7]

Core Insights - Performance management remains a significant challenge for companies, particularly in the engineering and design sector, which is characterized by knowledge and technology intensity [1][2] - Eight key difficulties in performance management for engineering and design firms have been identified, including conflicts between departments, the focus on results over processes, and the challenges of quantitative versus qualitative assessments [2][3][4] Group 1: Challenges in Performance Management - Difficulty one: Conflict and unity, where performance management often exacerbates divisions between departments and employees [2] - Difficulty two: Results versus process, highlighting the issue of focusing solely on outcomes without considering employee behavior [3] - Difficulty three: Quantitative versus qualitative measures, where the desire for measurable performance can overlook important qualitative aspects [3][4] - Difficulty four: Inconsistent standards, leading to subjective evaluations that can vary significantly between assessors [4] - Difficulty five: Effectiveness versus cost, where the costs of implementing performance management systems may not yield proportional benefits [4] - Difficulty six: Functional versus production differences, which complicate the assessment of performance across different types of departments [5] - Difficulty seven: Generalization and simplification, where an excessive number of performance indicators can dilute focus and effectiveness [5] - Difficulty eight: Reward and development, where performance assessments are too closely tied to punitive measures rather than fostering employee growth [5] Group 2: Solutions for Performance Management - Constructing three systems: A comprehensive performance management system should include goal management, performance process management, and performance result application systems [6][8] - Utilizing two tools flexibly: Companies should consider using both KPI and OKR systems to balance the rigidity of traditional performance metrics with more adaptable goal-setting approaches [17][18] - Balancing two differences: Addressing departmental and standard discrepancies through mechanisms like difficulty coefficients and performance benchmark scores can enhance fairness in evaluations [19][20]

Core Viewpoint - Performance evaluation is merely a management tool and not the sole measure of an individual's work capability [2] Group 1: Performance Evaluation System - Companies have their own performance evaluation systems, which ultimately rank employees and provide a basis for year-end bonuses, RSUs, and promotions [3] - The company conducts performance evaluations twice a year, with results categorized into five tiers: 1-5 stars, where 4-5 stars indicate high performance, 3 stars are average, and 1-2 stars are low performance [4] - High performance leads to higher year-end bonuses, more RSUs, better promotion prospects, and potential salary increases, while low performance results in the opposite outcomes [4] Group 2: Personal Experiences and Insights - The author reflects on their initial admiration for high performers at the company, believing they made significant contributions and excelled in their roles [5] - The transition to remote work during the pandemic hindered the author's ability to integrate into the team, resulting in a lower performance rating of 3 stars during their first evaluation [6] - The author later moved to another division within the company, achieving high performance and a promotion, but personal circumstances led to a decline in work engagement and eventual departure from the company [9] Group 3: Strategies for Performance Management - It is essential to communicate with leaders and key roles to understand the specific goals of the organization [13] - Confirming goals with leaders is crucial, as they should align with organizational objectives and be realistic [14][16] - Regular updates and proactive communication about progress are favored by leaders, as they help maintain awareness of team dynamics and individual contributions [21] - Acknowledging challenges and seeking assistance from leaders can foster a supportive environment and improve performance evaluations [22] - Building trust through consistent communication and achieving small goals can enhance an individual's standing in the eyes of their leader [23]

Core Viewpoint - The article discusses the concept of "painting a pie," which refers to managers using grand goals and visions to motivate employees and secure their commitment, especially in times of crisis or resource scarcity [2][4][24]. Group 1: Definition and Importance of "Painting a Pie" - "Painting a pie" is a strategic behavior where managers propose ambitious goals or visions to inspire employee motivation and attract talent [2][3]. - This behavior often includes future blueprints and expected outcomes, although the specific paths to achieve these goals may not be fully defined [3][4]. - The act of resource distribution after performance evaluations is seen as a way for managers to fulfill their promises, thereby increasing employee trust in the company and their superiors [1]. Group 2: Types of "Pies" - There are three types of "pies" that a manager can offer: 1. **Company System-Granted Pie**: Resources that can be promised within the company framework, such as key positions, critical projects, and salary increases [5][7]. 2. **Personal Emotional Bonds Pie**: Resources derived from personal relationships, where managers can leverage their connections to benefit certain team members [8][9]. 3. **Personal Influence Pie**: Resources that come from the manager's external influence, including professional development opportunities and trust-based recommendations [9][10]. Group 3: Characteristics of Effective "Pie Painters" - Effective "pie painters" possess certain traits: 1. **Proven Credibility**: A history of successfully fulfilling promises enhances trust [11][12]. 2. **Infectious Communicators**: Strong communication skills that inspire and energize the team [13][14]. 3. **Resource Controllers**: Managers who have access to essential resources can make their promises more likely to be fulfilled [16][17]. 4. **Professional Experts**: Those with deep expertise can guide teams in skill enhancement and problem-solving [18][19]. 5. **Human Touch**: Leaders who show genuine care can foster a sense of security and belonging among employees [20][21]. Group 4: Techniques for "Painting a Pie" - "Painting a pie" is a strategic tool that requires a balance of clarity and ambiguity to motivate teams effectively [24][25]. - Key techniques include: 1. **Purpose**: Establishing clear goals that align with team interests [26]. 2. **Audience Understanding**: Tailoring messages to meet the diverse needs of team members [26]. 3. **Inspiration**: Using vivid language to create an appealing vision of the future [27]. 4. **Navigation**: Setting clear paths and timelines for achieving goals [28]. 5. **Trust Building**: Ensuring that promises are credible and backed by actions [27][28]. Group 5: Balancing Expectations - Managers must balance the reality of resource availability with the psychological needs of employees [36]. - Partial fulfillment of promises can help build trust over time [37]. - Emotional connections and genuine care are crucial for successful "pie painting" [39][40]. Group 6: Conclusion - The essence of "painting a pie" is a negotiation between expectations and reality, where the art lies in finding a balance that excites employees while remaining feasible [48].

Core Viewpoint - Performance evaluation is a critical issue for managers, often leading to confusion and ineffective execution due to interpersonal dynamics and historical practices within organizations [2][3][4]. Group 1: Performance Evaluation Challenges - Many managers struggle to implement performance evaluation systems effectively, often resorting to superficial compliance rather than genuine assessment [3][4]. - The historical default of high performance ratings (A) leads to a lack of meaningful differentiation among employees, complicating the evaluation process [2][3]. - Employees often misunderstand the purpose of performance evaluations, believing that presentation skills alone can secure promotions, while the reality is that a ranking system is already in place [8][9]. Group 2: HR Misunderstandings - HR departments may not fully grasp the underlying logic of performance evaluations, leading to ineffective systems that do not enhance productivity [10][11]. - The focus on punitive measures rather than constructive feedback can create resentment among employees, undermining morale and productivity [13][14]. - A more equitable approach would involve redistributing withheld funds back to teams, fostering a sense of fairness and motivation [16][17]. Group 3: Talent Assessment - Performance evaluations serve as a means to identify top talent and assess team dynamics, focusing on individual strengths and weaknesses [19][20]. - The talent grid method is recommended for assessing employee performance without their direct involvement, allowing for a more objective evaluation [21][22]. - A healthy team should regularly conduct talent assessments to ensure proper resource allocation and identify key personnel [22][24]. Group 4: Employee Categorization - Employees can be categorized into different tiers based on performance and potential, with specific strategies for development tailored to each group [24][25][26]. - The categorization includes "superstars," "potential stars," and "performance stars," each requiring different management approaches to maximize their contributions [24][25][26]. - Understanding the nuances between these categories can help management make informed decisions regarding promotions and resource allocation [37][38]. Group 5: Effective Work Sensitivity - The distinction between effective and ineffective tasks is crucial in performance evaluations, as employees may engage in tasks that do not contribute meaningfully to organizational goals [41][70]. - Employees' sensitivity to effective tasks can significantly impact their performance ratings, with those lacking this sensitivity often receiving lower evaluations [38][41]. - Managers should prioritize evaluating the completion of effective work rather than merely the volume of tasks completed [71].

Summary of Key Points from Conference Call Records Industry Overview - The conference call discusses the public fund reform in China, focusing on the mutual fund industry and its implications for investors and fund companies [1][5][6]. Core Insights and Arguments - **Objective of New Regulations**: The new regulations aim to address residents' investment returns, reduce investor costs, and shift the industry focus from scale to actual returns. The first two phases of fee reductions for active equity funds have been completed [1][5]. - **Performance Assessment**: Emphasis on performance assessment will lead the mutual fund industry to prioritize actual returns over mere scale expansion. This includes incorporating investor gains and losses into evaluation metrics [6][7]. - **Cost Reduction for Investors**: Investor costs are expected to decrease through lower sales fees and management fees. Sales fees are currently in the range of 0% to 1.5%, with a significant portion of products having low sales fees [10][11]. - **Shift Towards Equity Funds**: The policy encourages the development of equity funds, which currently represent a low proportion of the mutual fund market in China (22% compared to 57% globally). There is a need to enhance research quality and performance to attract more funds [14][15]. - **ETF and Index Fund Growth**: The development of index funds and ETFs is crucial for expanding mutual fund assets. The growth rate of ETFs is projected to be 39% from 2018 to 2024 [15]. Additional Important Content - **Impact on Non-Bank Sectors**: The reform has significantly impacted the non-bank sector, with a notable short-term rally in stocks due to low allocation in the sector. The banking sector has seen a 7.3% increase, while non-bank sectors like insurance and brokerage have underperformed [2][4]. - **Long-term Trends in Non-Bank Sector**: The insurance sector is expected to improve, with a stable long-term interest rate environment alleviating margin pressures. Companies like China Ping An and China Pacific Insurance are highlighted as potential investment opportunities [4]. - **Changes in Fund Sales**: The sales process will be standardized, with a focus on maintaining product scale and investor outcomes. The importance of fund advisory services is expected to increase, providing a new revenue stream for fund companies [3][17]. - **Industry Consolidation**: The new regulations are likely to accelerate the survival of the fittest within the industry, favoring larger firms while smaller firms may struggle to maintain profitability [18][19]. - **Performance-Based Fee Structures**: The introduction of performance-based fee structures is anticipated to lead to a more conservative investment approach among fund managers, potentially increasing the attractiveness of fixed-income products [16]. Conclusion The public fund reform in China is set to reshape the mutual fund industry by emphasizing performance, reducing costs for investors, and promoting equity fund growth. The changes are expected to benefit larger, more innovative firms while posing challenges for smaller entities. The focus on ETFs and index funds will also play a critical role in the industry's future development.

Core Points - The performance assessment aims to scientifically and dynamically measure the work efficiency and effectiveness of the incentive recipients under the restricted stock incentive plan, enhancing their motivation and improving management and performance to achieve the company's long-term strategic goals [1] - The performance assessment combines quantitative and qualitative indicators, ensuring transparency, fairness, and justice [1] Performance Assessment Framework - The performance assessment is conducted annually, typically after the company's annual report is disclosed, determining the number of shares that can be unlocked based on the assessment results [2] - Different assessment subjects are defined for various levels of personnel, including the board of directors, senior management, and core technical staff, with specific assessment bodies assigned to each [3][4] Assessment Indicators - The assessment indicators are categorized into three main types: strategic management, financial performance, and operational efficiency, with examples including net profit growth rate and customer satisfaction [4][5] - The selection of indicators follows principles of controllability, key relevance, challenge, consistency, and democratic participation in setting goals [6] Scoring and Evaluation - Scoring rules for quantitative indicators are based on performance completion, with scores ranging from 0 to 120, while qualitative indicators and key events also influence the overall score [7] - The overall assessment score is calculated through a weighted average of individual indicator scores, with specific provisions for veto indicators that can nullify other achievements [7] Performance Tracking and Appeals - The company regularly monitors the completion of performance indicators and provides guidance to departments and subsidiaries, ensuring alignment with planned goals [9] - If recipients have objections to their assessment results, they can submit a written appeal to the performance management committee, which will process and respond within specified timeframes [10] Application of Assessment Results - The performance assessment results are specifically applicable to the unlocking of restricted stock under the incentive plan, with different unlocking ratios based on the performance score achieved [16]

（H 股发行并上市后适用） 第一章 总则 第一条 为进一步建立健全公司董事（非独立董事）及高级管理人员的考核 和薪酬管理制度，充分发挥董事会薪酬与考核委员会的职能作用，完善公司治理 结构，根据《中华人民共和国公司法》《上市公司治理准则》《深圳证券交易所 股票上市规则》《香港联合交易所有限公司证券上市规则》（以下简称"《香港上 市规则》"）、《晶澳太阳能科技股份有限公司章程》（以下简称"《公司章程》"） 及其他有关规定，特制定本工作细则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公 司董事和高级管理人员的考核标准并进行考核；负责制定、审查公司董事及高管 人员薪酬政策与方案，对董事会负责。 晶澳太阳能科技股份有限公司董事会 薪酬与考核委员会工作细则 第三条 本工作细则所称董事是指在本公司领取薪酬的董事长、董事；高级 管理人员是指董事会聘任的总经理、副总经理、董事会秘书、财务负责人及由总 经理提请董事会认定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由不少于三名董事组成，其中独立董事占多 数。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体 董事的 ...