Beijing Oriental Eco-New Energy Co., Ltd.
Management System for Directors and Senior Management Remuneration
(Draft for Review)
Chapter 1 General Provisions
Article 1 To further improve the remuneration management of directors and senior management of Beijing Oriental Eco-New Energy Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restraint mechanism, effectively mobilize the work enthusiasm and creativity of the Company's directors and senior management, and improve the Company's operational and management efficiency, 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," relevant regulations of the stock exchange, and the "Articles of Association," taking into account the Company's actual situation.
Article 2 This system applies to directors and senior management as stipulated in the "Articles of Association."
Article 3 The remuneration management of the Company's directors and senior management adheres to the following basic principles: (1) Benchmarking against the market, strengthening the responsibilities of directors and senior management, and enhancing corporate development vitality. (2) Corresponding to operational responsibilities and risks, closely linked to operational performance assessment, and fully mobilizing the work enthusiasm of directors and senior management. (3) Strictly implementing the requirements for remuneration, benefits, duty-related allowances, and business expense management for directors and senior management, and comprehensively standardizing the remuneration management work for directors and senior management. (4) The salary increase for senior management should be coordinated with the growth of the Company's economic benefits and the increase in employee wages. (5) Upholding the principles of openness, fairness, and transparency.
Chapter 2 Remuneration Management Organization
Article 4 The Remuneration and Assessment Committee is a special working body established by the Board of Directors. It is primarily responsible for formulating and reviewing the remuneration policies, plans, and assessment standards for directors and senior management, and conducting assessments; it is responsible for evaluating whether it is necessary to initiate clawback procedures for performance-based remuneration for specific directors and senior management; and it is responsible for supervising the implementation of the Company's remuneration system. The Remuneration and Assessment Committee is accountable to the Board of Directors.
Article 5 The remuneration plan for directors shall be determined by the shareholders' meeting and disclosed. When the Board of Directors or the Remuneration and Assessment Committee evaluates a director's individual performance or discusses their remuneration, that director shall recuse themselves.
The remuneration plan for senior management shall be approved by the Board of Directors, reported to the shareholders' meeting, and fully disclosed.