Chapter 1 General Principles
Article 1
To further improve the compensation management for directors and senior management of Xinjiang Tienshun Supply Chain Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, and enhance the operational management efficiency of the Company, this management measure is formulated based on the Company Law of the People's Republic of China, the Guidelines for Corporate 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
The term "directors" in this measure refers to internal directors, external directors, and independent directors.
- Internal directors: Those who have signed employment contracts or labor contracts with the Company and participate in core governance, including directors who are also senior management or other employees.
- External directors: Non-independent directors who do not hold any other positions in the Company besides being a director.
- Independent directors: Directors appointed by the Company in accordance with the Measures for the Administration of Independent Directors of Listed Companies, who have no relationships that may hinder their independent and objective judgment regarding the Company and its major shareholders.
Article 3
The term "senior management" in this measure includes the general manager, deputy general managers, chief financial officer, board secretary, and other senior management as stipulated in the Articles of Association.
Article 4
The management of compensation for directors and senior management shall adhere to the following principles:
- The compensation of the Company's directors and senior management should be aligned with market development and matched with the Company's operational performance and individual performance.
- The principle of balancing incentives and constraints, with rewards and penalties being equivalent, should be reflected; compensation distribution should be linked to assessments and rewards and penalties.
- The principle of reflecting the Company's long-term interests should be adhered to, aligning with the goals of sustainable and healthy development of the Company.
Chapter 2 Management Institutions
Article 5
The Compensation and Assessment Committee of the Board of Directors is a specialized working body under the Board, responsible for formulating compensation plans for directors and senior management; establishing assessment standards and conducting assessments; formulating and reviewing compensation policies and plans for directors and senior management; supervising the implementation of the Company's compensation system; and making recommendations to the Board on the following matters:
- Compensation for directors and senior management;
- Formulation or modification of equity incentive plans and employee stock ownership plans, including conditions for beneficiaries to exercise rights;
- Plans for stock ownership arrangements for directors and senior management in proposed spin-offs of subsidiaries;
- Other matters as stipulated by laws, regulations, and the Articles of Association.