Chapter 1 General Principles
Article 1
To further promote Baoding Technology Co., Ltd. (hereinafter referred to as "the Company") in establishing a scientific and effective incentive and restraint mechanism, effectively mobilizing the work enthusiasm and creativity of the Company's directors and senior management, improving the operational management efficiency of the Company, and maximizing shareholder and company value, 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, normative documents, and the Articles of Association of Baoding Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
This system applies to the Company's directors (including independent directors) and senior management as stipulated in the Articles of Association.
Article 3
The remuneration management for the Company's directors and senior management follows the principles below:
- Fairness principle, reflecting that income levels are commensurate with the Company's scale and performance while considering market remuneration levels;
- Equivalence of responsibility, authority, and benefits, aligning remuneration with the value of positions and the extent of responsibilities;
- Long-term development principle, reflecting that remuneration aligns with the Company's sustainable and healthy development goals;
- Balance of incentives and constraints principle, reflecting that remuneration distribution is linked to assessments and rewards and penalties, and connected to the incentive mechanism.
Chapter 2 Remuneration Management Organization
Article 4
The remuneration matters of the Company's directors are decided by the shareholders' meeting. When the board of directors or the remuneration and assessment committee evaluates or discusses the remuneration of an individual director, that director must abstain. The remuneration plan for senior management is approved by the board of directors, explained to the shareholders' meeting, and disclosed. If a board member concurrently serves as senior management, that board member must abstain when the board or the remuneration and assessment committee evaluates or discusses their remuneration as senior management.
Article 5
The remuneration and assessment committee of the Company's board of directors formulates the remuneration standards and plans for directors and senior management and is responsible for supervising the implementation of the Company's remuneration system.
Article 6
The Company's human resources department assists the remuneration and assessment committee in evaluating the performance of internal directors (hereinafter referred to as "internal directors") and senior management, and is responsible for the calculation, distribution, and daily management of remuneration plans.