Chapter 1 General Provisions
Article 1 To strengthen asset management responsibility, establish and improve the incentive and restraint mechanisms for directors and senior management of modern enterprises, establish the goal and value orientation of linking individual compensation to company performance, and improve the company's asset management efficiency and management level, this management system is formulated in accordance with the "Company Law of the People's Republic of China," the "Guiding Principles for Corporate Governance of Listed Companies," and the "Articles of Association of Guizhou Xinbang Pharmaceutical Co., Ltd.," combined with the company's actual situation.
Article 2 This system applies to: (1) Personnel serving as directors of the company (including the Chairman, but excluding directors representing shareholder units); (2) Senior management personnel of the company, including the General Manager, Secretary of the Board of Directors, Deputy General Managers, Chief Financial Officer, and other personnel approved by the company's Board of Directors to be included in the scope of senior management personnel; (3) Independent directors of the company.
Article 3 The compensation of directors and senior management of the company shall be determined based on the company's operating scale and performance, and through comprehensive assessment according to the company's operating plan and the responsibilities and goals of their respective positions.
Article 4 Principles for the compensation and performance appraisal of directors and senior management of the company: (1) Adhere to the principle of distribution according to work and the combination of responsibility, rights, and benefits; (2) Performance first, reflecting the value concept of sharing company benefits and risks; (3) The overall compensation level should consider both internal and external fairness and be commensurate with the company's scale.
Chapter 2 Management Structure
Article 5 The Compensation and Appraisal Committee of the Board of Directors is the management body for the compensation and performance appraisal of the company's directors and senior management. It is responsible for organizing the performance appraisal of directors and senior management and determining their compensation plans.
Article 6 The responsibilities and authorities of the Compensation and Appraisal Committee of the Board of Directors are detailed in the "Working Rules of the Compensation and Appraisal Committee of the Board of Directors of Guizhou Xinbang Pharmaceutical Co., Ltd."