China National Energy Group Changyuan Power Co., Ltd.
Management Measures for the Remuneration of Directors and Senior Management
Chapter One General Principles
Article 1 In order to further standardize the remuneration management of directors and senior management of China National Energy Group Changyuan Power Co., Ltd. (hereinafter referred to as the "Company"), establish an incentive and restraint mechanism compatible with modern enterprise systems, effectively motivate the enthusiasm and creativity of the Company's directors and senior management, and ensure the achievement of the Company's operational goals and sustainable development, this measure is formulated based on the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," and other laws and regulations, as well as securities regulatory provisions, with reference to the "Remuneration Management Measures for Subsidiary Heads of China National Energy Group," combined with the "Articles of Association of China National Energy Group Changyuan Power Co., Ltd." (hereinafter referred to as the "Articles of Association") and the actual situation of the Company.
Article 2 These measures apply to the following personnel:
(1) Directors of the Company, including independent directors and non-independent directors;
(2) Senior management of the Company, including the General Manager, Deputy General Managers, Chief Accountant, Secretary of the Board, and other senior management as stipulated in the Articles of Association.
Article 3 The Company's remuneration measures adhere to the following principles:
(1) Uphold and improve the modern enterprise system, standardize corporate governance, and focus on enhancing the Company's value creation capability, promoting the achievement of strategic objectives and annual work tasks through performance assessment.
(2) Adhere to performance orientation and shared risk, implement term-based and contractual management requirements for directors and senior management, and establish a remuneration mechanism closely linked to the Company's operational efficiency and assessment results.
(3) Combine short-term incentives with long-term development, unify outcome assessment with process evaluation, and coordinate organizational performance with individual performance, ensuring current performance incentives while guiding attention to the Company's medium- and long-term value creation.
(4) Maintain a balance between overall consideration and internal fairness. Establish a differentiated remuneration distribution system that matches the selection methods for directors and senior management.
Chapter Two Management Institutions and Responsibilities
Article 4 The Company’s Party Committee serves as the gatekeeping and pre-review body for the remuneration of directors and senior management, responsible for guiding and supervising the remuneration management work of directors and senior management, and for listening to and researching remuneration management matters.
Article 5 The Company's Board of Directors' Remuneration and Assessment Committee is responsible for reviewing the remuneration system and plans for directors and senior management, formulating assessment standards for directors and senior management, and conducting assessments and evaluations.
Article 6 The responsibilities and authorities of the Company’s shareholders' meeting, Board of Directors, and the Remuneration and Assessment Committee of the Board of Directors shall be executed in accordance with the provisions of the Articles of Association and other regulations.
Article 7 The Company’s Human Resources Department is responsible for drafting and implementing the remuneration management system for directors and senior management, as well as for remuneration calculation, distribution, and other related matters.