GEM Co., Ltd. Remuneration Management System for Directors and Senior Management
Chapter 1 General Provisions
To meet the needs of GEM Co., Ltd.'s (hereinafter referred to as the "Company") rapid internationalization and global green development strategy, effectively respond to the challenges of the global industry competition landscape, uphold the green mission of "Let the World Cycle," and practice the green spirit of "Green Ideals, Green Innovation, Green Industry," to promote the industrial concept of "Limited Resources, Unlimited Cycles" globally, further improve the remuneration management and incentive restraint mechanisms for directors and senior management, stimulate 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," and other laws and regulations, as well as the "Articles of Association," and integrating global industry and international corporate management characteristics with the Company's reality, this system is hereby formulated.
Article 1 Definitions and Scope of Application: (I) "Company" refers to GEM Co., Ltd.; (II) "Director" refers to all incumbent members of the Board of Directors during the period of this system's implementation; (III) "Internal Director" refers to a director who is also an employee of the Company or a subsidiary within the consolidated financial statements of the Company and has signed a labor contract with the Company or its consolidated subsidiaries; (IV) "Independent Director" refers to a director elected by the Company in accordance with the "Administrative Measures for Independent Directors of Listed Companies," who has no relationship with the Company or its major shareholders that could hinder their independent and objective judgment; (V) "External Director" refers to a non-independent director who has not signed a labor contract with the Company or its consolidated subsidiaries and does not hold any other positions in the Company or its consolidated subsidiaries besides director; (VI) "Senior Management Personnel" refers to personnel appointed by the Board of Directors of the Company who are identified as senior management personnel in the "Articles of Association."
Article 2 Basic Principles for Remuneration Determination
The remuneration plan for directors and senior management shall fully embody GEM's spirit of striving and performance principles, be based on resolving the Company's major development issues and achieving economic benefits, focus on promoting innovation and investment in talent, reward contributions and economic benefits, and implement a differentiated remuneration system based on differences in responsibilities, positions, and work objectives, according to the principles of openness, fairness, and transparency. The remuneration of directors and senior management should be aligned with market development, the Company's operating performance, sustainable development performance, individual performance, and coordinated with the Company's sustainable development.