Guilin Tourism Co., Ltd.
Compensation Management System for Directors and Senior Management
(Approved by the 2026 First Meeting of the Seventh Board of Directors on April 2, 2026, and submitted for review by the shareholders' meeting)
Chapter 1 General Principles
Article 1 In order to standardize the compensation management of directors and senior management personnel of Guilin Tourism Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, stimulate operational vitality, enhance corporate governance and core competitiveness, and promote the sustainable and healthy development of the Company, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," and other laws and regulations, normative documents, and the provisions of the "Articles of Association of Guilin Tourism Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2 This system applies to the directors and senior management personnel of the Company.
The directors of the Company include independent directors and non-independent directors, among which non-independent directors include non-independent directors who hold positions other than director in the Company (including the chairman and employee directors) and non-independent directors who only serve as directors in the Company.
The senior management personnel of the Company include the president, vice presidents, board secretary, and chief financial officer.
Article 3 The compensation management of the Company's directors and senior management personnel shall follow the following principles:
(1) Adhere to the principle of distribution according to labor, combining responsibility, authority, and benefits;
(2) Implement the principle of linking compensation levels to company performance and work objectives;
(3) Implement the principle of aligning compensation levels with the long-term interests of the Company;
(4) Adhere to the principle of openness, fairness, and transparency in compensation standards.
Chapter 2 Compensation Management Organization
Article 4 The Compensation and Assessment Committee of the Board of Directors is a specialized organization responsible for the compensation management of the Company's directors and senior management personnel, tasked with formulating assessment standards, reviewing compensation policies and plans, and supervising the implementation of the compensation system.
Article 5 The Compensation and Assessment Committee of the Board of Directors is responsible for formulating assessment standards for directors and senior management personnel and conducting assessments, formulating and reviewing the decision-making mechanisms and processes for the compensation of directors and senior management personnel, and making recommendations to the Board of Directors regarding their compensation. Its main responsibilities are as follows:
(1) Research and formulate assessment standards for directors and senior management personnel, conduct assessments, and make recommendations;
(2) Formulate and review compensation policies and plans for directors and senior management personnel;
(3) Research the reform of the Company's distribution system;
(4) Related matters entrusted by the Board of Directors for research.
Article 6 The compensation plan for directors shall be determined by the shareholders' meeting and fully disclosed as required.
When the Board of Directors or the Compensation and Assessment Committee discusses the assessment or compensation of individual directors, the concerned director shall abstain from voting.
The compensation plan for senior management personnel shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 7 In the event of company losses, it should be specifically stated in each link of the review of directors' and senior management personnel's compensation whether the changes in their compensation meet the performance linkage requirements.