Chapter 1 General Principles
Article 1
To standardize the compensation performance management of directors and senior management at Shenzhen Shilian Group Co., Ltd. (hereinafter referred to as "the Company"), improve corporate governance structure, enhance operational efficiency and management level, and align the interests of operators with the long-term interests of the enterprise, this system is formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for Corporate Governance of Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Shenzhen Shilian Group Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
Based on the Company Law of the People's Republic of China and considering the actual situation of the Company, this system applies to the following personnel:
- Directors of the Company;
- Senior management of the Company: General Manager, Deputy General Managers, Chief Financial Officer, and Secretary of the Board.
Article 3
The compensation performance management for directors and senior management of the Company shall adhere to the following principles:
- Performance Sharing Principle: The compensation performance of the Company's directors (excluding independent directors) and senior management is based on achieving the Company's operational and strategic goals, combined with a comprehensive assessment of the completion of the work objectives for which they are responsible, reflecting the value concept of sharing profits and bearing risks with the Company.
- Fairness and Justice Principle: Value distribution shall favor those who continuously create value for the Company, establishing fair and transparent performance and evaluation standards and procedures for directors and senior management, providing reasonable returns for the value they create.
- Unity of Responsibility, Authority, and Interests Principle: The compensation of the Company's directors and senior management should be closely linked to their positions, management responsibilities, jurisdiction, and performance evaluation results, ensuring that incentives and constraints are matched, and responsibilities, authority, and interests are unified.
Chapter 2 Management Institutions
Article 4
The Compensation and Assessment Committee of the Board of Directors is responsible for formulating assessment standards for the Company's directors and senior management, conducting assessments, and independently proposing recommendations to the Board of Directors on the following matters:
- Compensation for directors and senior management;
- Formulation or modification of equity incentive plans and employee stock ownership plans, conditions for the authorization of incentive objects, and exercise of rights;
- Arrangements for stock ownership plans for directors and senior management in proposed spin-off subsidiaries;
- Other matters as stipulated by laws, regulations, and the Articles of Association.
If the Board of Directors does not adopt or fully adopt the recommendations of the Compensation and Assessment Committee, it shall record the opinions of the Committee and the specific reasons for non-adoption in the Board resolution and disclose them.