Green Eco-Manufacture Co., Ltd.
Compensation Management System for Directors and Senior Management (Draft)
(Applicable After H Share Offering and Listing)
Chapter 1 General Provisions
To meet the strategic needs of Green Eco-Manufacture Co., Ltd.'s (hereinafter referred to as the "Company") rapid internationalization and global green development, effectively respond to the challenges of the global industry competition landscape, uphold the green mission of "Let the World Cycle," and promote the industrial concept of "Limited Resources, Unlimited Cycles" globally, this system is formulated to further improve the compensation management and incentive restraint mechanisms for directors and senior management. This will unleash the energy of directors and senior management, enhance the Company's global core competitiveness and economic benefits, and create ESG value and good returns for investors. In accordance with the "Company Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Administrative Measures for Independent Directors of Listed Companies," "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited," and other relevant laws, regulations, and the "Articles of Association," combined with global industry and international corporate management characteristics and the Company's reality, this system is hereby formulated.
Article 1 Definitions and Scope of Application:
(I) "Company" refers to Green Eco-Manufacture Co., Ltd.; (II) "Directors" refers to all incumbent members of the Company's Board of Directors during the period this system is in effect; (III) "Internal Directors" refers to directors who are also employees of the Company or its subsidiaries within the scope of consolidated financial statements and have signed labor contracts with the Company or its subsidiaries; (IV) "Independent Directors" refers to directors elected by the Company in accordance with the "Administrative Measures for Independent Directors of Listed Companies," who have no relationship with the Company or its major shareholders that may hinder their independent and objective judgment. The meaning of "Independent Directors" in this system is consistent with "Independent Non-Executive Directors" in the "Hong Kong Listing Rules," and Independent Directors must also meet the independence requirements of the "Hong Kong Listing Rules"; (V) "External Directors" refers to non-independent directors who have not signed labor contracts with the Company or its subsidiaries within the scope of consolidated financial statements and do not hold any positions other than director in the Company or its subsidiaries; (VI) "Senior Management Personnel" refers to individuals appointed by the Company's Board of Directors who are designated as senior management personnel in the "Articles of Association."