Chapter 1 General Principles
Article 1
To further strengthen the remuneration management of directors and senior management of Jinyu Jidong Cement Group Co., Ltd. (hereinafter referred to as the "Company"), establish effective incentive and restraint mechanisms, fully mobilize the enthusiasm and creativity of directors and senior management, and achieve the coordinated sharing of interests among shareholders, the Company, directors, and senior management, these measures are formulated in accordance with the "Corporate Governance Guidelines for Listed Companies," the "Articles of Association," and other relevant regulations.
Article 2
The term "directors" in these measures refers to members of the board of directors as stipulated in the "Articles of Association"; "senior management" refers to the manager, deputy manager, financial officer, board secretary, chief legal advisor, and other personnel recognized by the board of directors. Directors and senior management who receive remuneration or allowances from the Company are subject to these measures.
Article 3
The remuneration system, remuneration plans, and other remuneration matters for directors and senior management shall be disclosed in accordance with the regulations of the securities regulatory authority.
Article 4
Principles of Remuneration Management
- Unity of fairness and competitiveness: Income levels should be commensurate with the industry, scale, and performance of the Company, while also considering market remuneration levels.
- Unity of incentive and restraint: Remuneration should align with risks and responsibilities, closely linking remuneration levels with performance evaluation results and job responsibilities.
- Combination of short-term and medium-to-long-term incentives: Ensure the continuous growth of the Company's main business and operational performance, promoting high-quality development.
Chapter 2 Management Institutions and Responsibilities
Article 5
The shareholders' meeting of the Company is responsible for reviewing the remuneration plans and matters for directors, while the board of directors is responsible for reviewing the remuneration plans and matters for senior management and reporting to the shareholders' meeting.
Article 6
The board of directors of the Company has a Remuneration and Assessment Committee, responsible for the specific work of remuneration management for directors and senior management. Its main responsibilities include:
- Formulating assessment standards for directors and senior management and conducting assessments.
- Formulating and reviewing remuneration policies and plans for directors and senior management, clarifying the basis for determining remuneration and its specific components, and making recommendations to the board on the following matters:
- Remuneration for directors and senior management;
- Formulation or modification of equity incentive plans and employee stock ownership plans, conditions for the exercise of rights by incentivized individuals;
- Arrangements for stock ownership plans for directors and senior management in proposed spin-off subsidiaries;
- Other matters stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the "Articles of Association."
- Other matters authorized by the board of directors.