Henan Yinghua Agricultural Development Co., Ltd. Management System for Compensation of Directors and Senior Management
Chapter 1 General Provisions
Article 1 To further improve the compensation management of directors and senior management of Henan Yinghua Agricultural Development Co., Ltd. (hereinafter referred to as "the Company"), establish a sound incentive and restraint mechanism, and in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Articles of Association," and the "Implementation Rules of the Board of Directors' Compensation and Assessment Committee," and other relevant laws and regulations, and in combination with the Company's actual situation, this system is hereby formulated.
Article 2 This system applies to the directors and senior management of the Company.
Article 3 The Company's compensation system follows the following principles: (1) Principle of determining compensation based on position: The compensation for each position within the Company reflects the value of that position to the Company and embodies the unity of "responsibility, rights, and benefits." (2) Principle of performance evaluation standards, procedures, and main evaluation systems. (3) Principle of combining individual compensation with the Company's long-term interests. (4) Principle of combining short-term and long-term, with equal emphasis on restraint and incentives.
Chapter 2 Compensation Management Organization
Article 4 The compensation plan for directors and senior management of the Company shall be formulated by the Compensation and Assessment Committee of the Board of Directors, clarifying the basis and specific composition of compensation determination.
Article 5 The compensation plan for directors of the Company shall be decided by the shareholders' meeting and disclosed. When the Board of Directors or the Compensation and Assessment Committee evaluates individual directors or discusses their remuneration, such directors shall recuse themselves. The compensation plan for senior management of the Company shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 6 The Company's Party Committee organization department/human resources department, finance department, and other relevant departments shall cooperate with the Compensation and Assessment Committee of the Board of Directors in the specific implementation of the compensation plan for directors and senior management of the Company.
Chapter 3 Compensation Composition
Article 7 Non-independent directors (including employee directors) holding positions in the Company shall receive compensation according to the corresponding compensation assessment methods for the specific positions and duties they perform in the Company. Non-independent directors not holding positions in the Company shall not receive compensation from the Company, but reasonable expenses for transportation and accommodation required for performing their duties shall be borne by the Company.