Chapter 1 General Principles
Article 1
To standardize the compensation management of directors and senior management at Chongqing Changan Automobile Co., Ltd. (hereinafter referred to as "the Company"), and to establish a scientific and effective incentive and restraint mechanism, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and other relevant laws and regulations, as well as the Articles of Association of Chongqing Changan Automobile Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The directors applicable to this system refer to all current members of the Company's board of directors, including non-independent directors and independent directors:
- Non-independent directors: Refers to non-independent directors appointed by the Company's shareholders' meeting as stipulated in the Articles of Association;
- Independent directors: Refers to directors appointed by the Company in accordance with the Articles of Association and the Administrative Measures for Independent Directors of Listed Companies, who have no relationships with the Company or its major shareholders that may hinder their independent and objective judgment.
Article 3
The senior management applicable to this system includes the general manager (president), deputy general managers (executive vice president, vice president), financial officer (chief accountant), general legal counsel, board secretary, and other senior management personnel appointed or confirmed by the Company's board of directors.
Article 4
The management of compensation for directors and senior management shall adhere to the following principles:
- Compliance with laws: Strictly implement the relevant requirements of national income distribution policies;
- Combination of responsibility, authority, and benefits: Compensation should be closely linked to performance and assessment results;
- Combination of short-term and long-term incentives;
- Principles of openness, fairness, and justice.
Chapter 2 Compensation Standards and Distribution
Article 5
Total Compensation: The Company implements budget management for the total compensation of directors and senior management, which is determined comprehensively based on national income distribution policy requirements, the Company's performance, and individual annual evaluation results.