Chapter 1 General Provisions
Article 1 To further improve the compensation management of directors and senior management of Zhejiang Supor Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restraint mechanism, effectively motivate the enthusiasm and creativity of the Company's directors and senior management, and improve the Company's operational management efficiency, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Zhejiang Supor Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, this management system is hereby formulated.
Article 2 The term "director" as used in this system refers to internal directors, external directors, and independent directors. (1) Internal directors: Directors who have signed an appointment contract or labor contract with the Company and participate in the core governance of the Company, or directors concurrently held by senior management or other employees. (2) External directors: Directors who do not hold any other positions in the Company besides director, excluding independent directors. (3) Independent directors: Directors appointed by the Company in accordance with the "Management Measures for Independent Directors of Listed Companies," who have no relationship with the Company and its major shareholders that may hinder their independent and objective judgment.
Article 3 The term "senior management" as used in this system includes the general manager, deputy general managers, financial controller (chief financial officer), board secretary, and other senior management personnel as stipulated in the "Articles of Association."
Article 4 The compensation management of directors and senior management shall adhere to the following principles: (1) Fairness principle: Reflecting the principle that income levels are consistent with the Company's scale and performance, while also considering external compensation levels. (2) Unity of responsibility, rights, and benefits principle: Reflecting the principle that compensation is commensurate with the value of the position and the extent of responsibilities undertaken. (3) Long-term development principle: Reflecting the principle that compensation is consistent with the Company's goal of sustainable and healthy development. (4) Principle of equal emphasis on incentives and restraints: Reflecting the principle that compensation is linked to performance appraisal, rewards and punishments, and the Company's incentive mechanisms.
Chapter 2 Compensation Management Organization
Article 5 The Compensation and Remuneration Committee of the Board of Directors of the Company shall be the functional body for the compensation management of directors and senior management, and shall perform the following duties: (1) Responsible for formulating and reviewing the compensation policies and plans for the Company's directors and senior management. (2) Responsible for supervising the implementation of the compensation system for directors and senior management. (3) Responsible for reviewing the performance of directors and senior management and conducting annual performance appraisals. (4) Responsible for evaluating the problems in the Company's compensation system and proposing improvement suggestions. (5) Other compensation management matters stipulated or authorized by the Board of Directors.