Chapter 1 General Provisions
Article 1 To further establish and improve the modern enterprise system, perfect the corporate governance structure, standardize the remuneration, benefits, and related management matters for directors of Sinomach Heavy Industry Group Co., Ltd., clarify the mechanisms for ensuring director duties and incentives and constraints, and protect the legitimate rights and interests of the company, shareholders, and directors, these Measures are formulated in accordance with relevant national laws and regulations and the company's articles of association, combined with the company's actual business development and governance needs.
Article 2 The remuneration standards mentioned in these Measures are pre-tax income, and individual income tax shall be withheld and paid by the company.
Article 3 Director remuneration shall be commensurate with market development, matched with company operating performance and individual performance, and coordinated with the company's sustainable development.
Article 4 If the company shifts from profit to loss or its losses expand compared to the previous accounting year, and the average performance-based remuneration of directors does not decrease accordingly, the reasons shall be disclosed. If the company incurs losses, the remuneration review for directors at all stages shall specifically explain whether the changes in director remuneration comply with performance linkage requirements.
Article 5 For directors who are leading talents in "high-end, precision, cutting-edge, and scarce" technology or other top-tier scarce technical talents, the company may implement a special remuneration determination mechanism that is not linked to the company's operating performance.
Chapter 2 Remuneration and Benefits for External Directors and Independent Directors
Article 6 The remuneration of external directors and independent directors consists of annual basic remuneration and meeting allowances.
The standard for annual basic remuneration is RMB 80,000 per person per year.
The standard for meeting allowances is RMB 2,000 per meeting for attending board meetings and RMB 1,000 per meeting for attending special committee meetings.
Article 7 When external directors and independent directors perform their duties and travel, external directors shall follow the transportation and accommodation standards stipulated by their dispatching institution, and independent directors shall follow the transportation and accommodation standards for senior management personnel of the company.
Article 8 The company shall provide external directors and independent directors with necessary workplaces and office equipment and ensure work vehicles are available.