002277SZSE

Compensation Management System for Directors and Senior Management (April 2026)

✨ AI Summary

This document outlines the compensation management system for directors and senior management at Hunan Friendship Apollo Commercial Co., Ltd. It aims to establish effective incentive mechanisms aligned with market conditions and company performance. Key components include fixed salaries, performance-based pay, and long-term incentives, with annual assessments conducted by the compensation committee. Adjustments to compensation will be based on industry benchmarks, inflation, and company profitability.

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Full Translation

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Chapter 1 General Principles

Article 1

To further improve the compensation management for the company's directors and senior management, establish a scientific and effective incentive and restraint mechanism, effectively motivate directors and senior management, and ensure the achievement of the company's strategic development goals, this system is formulated in accordance with relevant national laws and regulations and the Articles of Association, combined with the company's existing compensation management system.

Article 2

Applicable Personnel: Directors and senior management as stipulated in the Articles of Association, and other personnel approved by the company's Board of Directors' Compensation and Assessment Committee may be included in the performance assessment scope of this system, treated as senior management for assessment and rewards.

Article 3

The compensation for the company's directors and senior management should be aligned with market development, matched with the company's operational performance and individual performance, and coordinated with the company's sustainable development. The compensation management follows these principles:

  1. Competitiveness Principle: The compensation provided by the company should be coordinated with the company's scale, economic benefits, and performance, while also considering market compensation levels;
  2. Responsibility and Authority Principle: The compensation level should match the value of the position and responsibilities;
  3. Combination of Short-term Compensation and Long-term Incentives Principle;
  4. Balance of Incentives and Constraints Principle: The distribution of compensation should be linked to assessments, rewards, and incentive mechanisms.

Chapter 2 Compensation Management Organization

Article 4

The company's shareholders' meeting is responsible for reviewing the compensation management system for directors, while the Board of Directors is responsible for reviewing the compensation management system for senior management.

Article 5

The Compensation and Assessment Committee of the Board of Directors is responsible for:

  • Formulating compensation standards and plans for the company's directors and senior management;
  • Reviewing the performance of the company's directors and senior management and conducting annual assessments;
  • Supervising the implementation of the company's compensation system. When the Board of Directors or the Compensation and Assessment Committee evaluates or discusses the compensation of an individual director, that director should abstain.

Article 6

The Human Resources Department and the Planning and Finance Department shall cooperate with the Compensation and Assessment Committee of the Board of Directors in the specific implementation of the compensation plan for senior management.

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