Chapter One General Principles
Article 1 Purpose
To improve the company's incentive and restraint mechanism, standardize the management of remuneration for directors and senior management, closely link their remuneration to performance and company operational results, and promote the company's sustainable and healthy development, these measures are formulated in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, and the Articles of Association of Jiu Gui Jiu Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the company.
Article 2 Scope of Application
These measures apply to the following personnel:
- All directors of the company.
- Senior management personnel appointed by the board of directors, specifically including: general manager, deputy general manager, chief financial officer, board secretary, and other senior management personnel appointed by the board of directors.
Article 3 Basic Principles
- Legal Compliance Principle: Strictly comply with national laws and regulations, securities regulatory requirements, and corporate governance requirements for listed companies.
- Performance Linkage Principle: The level of remuneration should match the overall operational performance of the company and individual performance, combining short-term and long-term incentives.
- Equivalence of Incentives and Constraints Principle: The design of the remuneration scheme must reflect a balance between incentives and constraints, establishing mechanisms for clawback of remuneration and other risk constraints.
- Market Principle: Referencing industry market remuneration levels, combined with the company's development strategy and job value, maintain external competitiveness and internal fairness of remuneration.
Article 4 Management Body and Responsibilities
The remuneration scheme for directors and senior management is formulated by the board's remuneration and assessment committee, which clarifies the basis for determining remuneration and its specific components. The remuneration scheme for directors is decided by the shareholders' meeting and disclosed; the remuneration scheme for senior management is approved by the board of directors, explained to the shareholders' meeting, and disclosed. When the board or the remuneration and assessment committee evaluates individual directors or discusses their remuneration, the relevant directors should abstain from voting.