Chapter 1 General Principles
Article 1
To further improve the compensation management system for directors and senior management of Joyoung Co., Ltd. (hereinafter referred to as "the Company"), establish and enhance incentive and restraint mechanisms, fully mobilize the work enthusiasm of the Company's directors and senior management, improve the level of corporate management, and promote the healthy, sustainable, and steady development of the Company, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," "Guidelines for Articles of Association of Listed Companies," "Shenzhen Stock Exchange Listing Rules," and other relevant laws, administrative regulations, departmental rules, normative documents, and the provisions of the "Articles of Association of Joyoung 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 of the Company. Senior management refers to the general manager, deputy general managers, financial officer, and board secretary of the Company.
Article 3
The compensation for the Company's directors and senior management shall adhere to the following principles:
- Fairness principle, reflecting that income levels are commensurate with the Company's scale and performance, and are consistent with external compensation levels;
- Principle of unity of responsibility, authority, and interests, reflecting that compensation corresponds to the value of the position and the extent of responsibilities;
- Long-term development principle, reflecting that compensation aligns with the goals of the Company's sustainable and healthy development;
- Principle of balanced incentives and constraints, reflecting that compensation distribution is linked to assessment, rewards, and penalties, and to incentive mechanisms.
Chapter 2 Management Institutions
Article 4
The Company's board of directors' compensation and assessment committee is responsible for formulating assessment standards for directors and senior management and conducting assessments; formulating and reviewing compensation policies and plans for directors and senior management, clarifying the basis for determining compensation and its specific components, including compensation decision mechanisms, decision-making processes, payment and recovery arrangements, etc. The Company may entrust a third party to conduct performance evaluations. The performance evaluation of independent directors shall be conducted through self-evaluation and mutual evaluation.
- The board of directors shall report to the shareholders' meeting on the performance of directors' duties, performance evaluation results, and their compensation, which shall be disclosed by the Company. The human resources department of the Company is responsible for assisting the board of directors' compensation and assessment committee in formulating and implementing specific compensation plans for directors and senior management, as well as establishing and assessing performance and duty evaluation standards.