Shenzhen Xin Nanshan Holdings (Group) Co., Ltd. Management System for Director and Senior Management Remuneration (Pending Shareholder Approval)
Chapter 1 General Provisions
Article 1 To further improve the remuneration system for directors and senior management of Shenzhen Xin Nanshan Holdings (Group) Co., Ltd. (hereinafter referred to as the "Company"), establish and improve an effective incentive and restraint mechanism, fully mobilize the enthusiasm of directors and senior management, enhance the company's operational and management efficiency, and improve the company's remuneration management system, this system is formulated in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and other laws, regulations, normative documents, and the "Articles of Association," combined with the company's actual situation.
Article 2 This system applies to the following personnel: (1) Directors of the Company, including independent directors and non-independent directors; (2) Senior management personnel of the Company, including the general manager, deputy general managers, secretary of the board of directors, and chief financial officer.
Article 3 The remuneration management of directors and senior management of the Company shall adhere to the following principles: (1) Maintain controllable upper limits. Reasonably set the maximum remuneration limit for directors and senior management in accordance with laws and regulations, control unreasonably high or excessive income, and achieve appropriate remuneration levels and standardized management. (2) Emphasize performance orientation. Establish a remuneration mechanism that is closely linked to performance appraisal results and strictly implemented, fully leveraging the incentive and restraint role of performance appraisal on directors and senior management. (3) Maintain overall balance. Form a fair and reasonable income distribution relationship between the company's directors, senior management, and other employees, and regulate the income distribution order.
Chapter 2 Remuneration Management Organization
Article 4 The remuneration plan for directors shall be decided by the shareholders' meeting and disclosed. When the board of directors or the remuneration and appraisal committee evaluates or discusses the remuneration of a director, that director shall recuse himself. The remuneration plan for senior management shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.
Article 5 The remuneration plan for directors and senior management shall be formulated by the Remuneration and Appraisal Committee of the Board of Directors, which shall clarify the basis and specific composition of remuneration determination.
Article 6 The Human Resources Department, Finance Department, Securities Affairs Department, and other relevant departments of the Company shall cooperate with the Remuneration and Appraisal Committee of the Board of Directors in the specific implementation of the remuneration plan for directors and senior management of the Company.
Chapter 3 Total Wage Bill Determination Mechanism
Article 7 The total wage bill for directors and senior management shall be included in the company's overall budget and managed as a total amount.
Article 8 The base of the total wage bill for directors and senior management shall, in principle, be based on the total wage bill of the previous year, and shall be determined in conjunction with the company's operating performance, the efficiency of personnel input and output, and the company's future development plans.
Chapter 4 Remuneration Structure and Performance Appraisal