Report on the Independence of Independent Directors
According to the "Articles of Association," "Work Rules of the Board of Directors' Compensation and Performance Appraisal Committee," and other relevant company regulations, combined with the actual operating scale of Shanghai Zhezong Group Co., Ltd. (hereinafter referred to as the "Company") and industry compensation levels, the proposed 2026 director compensation plan has been reviewed by the Company's Board of Directors' Compensation and Performance Appraisal Committee as follows:
I. Scope of Application for this Proposal
Directors who receive remuneration from the Company.
II. Term of Application for this Proposal
January 1, 2026, to December 31, 2026
III. Compensation Plan
- Independent Directors: The Company's independent directors will receive a stipend system. The stipend standard will be determined by the shareholders' meeting and paid monthly. Independent directors do not participate in internal performance appraisals linked to remuneration. The annual stipend standard for independent directors in 2026 will be RMB 60,000 per year.
- Non-Independent Directors: Non-independent directors of the Company are entitled to position allowances, with the allowance standard not exceeding RMB 120,000 per year. If non-independent directors hold positions in the Company or its subsidiaries, they will receive remuneration according to their positions and the employment contracts signed with the Company or its subsidiaries. The remuneration of non-independent directors will consist of basic salary, performance bonuses, and long-term incentive income (if any). The proportion of performance bonuses will generally not be less than 50% of the total basic salary and performance bonuses. Annual performance evaluations will be conducted based on audited financial data to determine a certain proportion of annual performance bonuses, which will be paid after the annual report is disclosed and the performance evaluation is completed.