002389SZSE

Management Measures for Compensation and Performance Appraisal of Directors and Senior Management

Aerospace CH UAV Co.,Ltd·

✨ AI Summary

This document outlines the management measures for the compensation and performance appraisal of directors and senior management of the company. It details the principles for determining compensation, the responsibilities of the Compensation and Audit Committee, and the structure of remuneration, including basic salary, performance bonuses, and long-term incentives. The measures also cover the process for performance evaluation and the mechanisms for clawing back compensation in cases of financial misconduct or poor performance.

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Full Translation

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Chapter 1 General Provisions

Article 1 To regulate the performance appraisal and compensation management of directors and senior management of AVIC Rainbow Intelligent General Aviation Aircraft Co., Ltd. (hereinafter referred to as the "Company"), these Measures are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Corporate Governance Guidelines for Listed Companies," and other relevant laws and regulations, as well as the "Articles of Association of AVIC Rainbow Intelligent General Aviation Aircraft Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation.

Article 2 For the purposes of these Measures, "Directors" include internal directors, external directors, and independent directors.

  1. Internal Directors: Refers to non-independent directors who are also senior management personnel of the Company or other employees who have signed an employment contract or labor contract with the Company.
  2. External Directors: Refers to non-independent directors who hold no other positions in the Company besides their directorship.
  3. Independent Directors: Refers to directors appointed by the Company in accordance with the "Management Measures for Independent Directors of Listed Companies," who have no relationship with the Company and its major shareholders or actual controllers that may hinder their independent and objective judgment.

Article 3 For the purposes of these Measures, "Senior Management Personnel" includes the General Manager, Deputy General Managers, Chief Financial Officer, Secretary of the Board of Directors, and other senior management personnel as stipulated in the "Articles of Association."

Article 4 The compensation and performance appraisal of the Company's directors and senior management personnel shall follow the following principles:

  1. Emphasize both the completion of economic indicators and the quality of economic operations, promoting harmonious industrial development.
  2. Reflect the principle of distribution according to work and the combination of responsibility, rights, and benefits.
  3. Be adapted to market development, matched with the Company's operating performance and individual performance, and coordinated with the Company's sustainable development.

Article 5 Performance appraisal shall be conducted on an annual basis, with the accounting year as the appraisal period.

Chapter 2 Compensation Management and Performance Appraisal Institution

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