Chapter 1 General Principles
Article 1
To further improve the remuneration management of directors and senior management at Haining China Leather City Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of the Company's directors and senior management, enhance the Company's operational management level, and promote the healthy, sustainable, and stable development of the Company, this system is formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, and other relevant laws, regulations, and normative documents, as well as the provisions of the Articles of Association, combined with the actual situation of the Company.
Article 2
This system applies to all directors and senior management of the Company. Directors include non-independent directors (including employee directors) and independent directors; senior management includes the general manager, deputy general managers, financial director, board secretary, and other senior management as stipulated in the Articles of Association.
Article 3
The determination of remuneration for directors and senior management follows these principles:
- Fairness Principle: Reflects that income levels are commensurate with the Company's scale and performance while considering external remuneration levels;
- Unity of Responsibility, Authority, and Interests Principle: Reflects that remuneration corresponds to the value of the position and the extent of responsibilities;
- Long-term Development Principle: Reflects that remuneration aligns with the goals of the Company's sustainable and healthy development;
- Balance of Incentives and Constraints Principle: Reflects that remuneration distribution is linked to assessments, rewards, and the Company's incentive mechanisms.
Chapter 2 Remuneration Management Organization
Article 4
The Company's Board of Directors' Remuneration and Assessment Committee, authorized by the Board, is responsible for formulating remuneration standards, distribution mechanisms, payment and recovery arrangements for directors and senior management, clarifying the basis for remuneration determination and specific composition; responsible for reviewing the performance of directors and senior management and conducting annual assessments; responsible for supervising the implementation of the Company's remuneration system; and responsible for proposing remuneration suggestions for directors and senior management.