Management System for Compensation of Directors and Senior Management
Chapter 1 General Provisions
Article 1 To implement the principles of openness, fairness, and justice in the securities market, and to further establish a mechanism that matches responsibilities with rights and benefits, this system is formulated to reasonably determine the compensation levels and payment methods for directors and senior management of Guangdong Chuangshi Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "the Company"). This aims to ensure that directors and senior management actively and effectively fulfill their respective duties and obligations, promoting the healthy, sustained, and stable development of the Company. This system is formulated in accordance with relevant laws, regulations, and normative documents such as the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange," and the "Shenzhen Stock Exchange ChiNext Market Listed Company Self-Regulatory Management Guide No. 2 – Normative Operation of ChiNext Listed Companies," as well as the "Articles of Association of Guangdong Chuangshi Intelligent Equipment Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation.
Chapter 2 Scope of Application and Principles
Article 2 This system applies to the following personnel:
- Directors: including the Chairman, non-independent directors, and independent directors;
- Senior Management: including the General Manager, Deputy General Managers, Board Secretary, and Chief Financial Officer;
- Other personnel deemed applicable by the Company's Compensation and Assessment Committee.
Article 3 The term "compensation of directors and senior management" as used in this system refers to the remuneration received by individuals serving as directors or senior management and performing their duties as such.
Article 4 The determination of compensation for directors and senior management shall adhere to the following principles:
- The principle of competitiveness, ensuring that the compensation provided by the Company is competitive compared to the income levels of equivalent positions in the market;
- The principle of combining distribution according to work with the integration of rights, responsibilities, and benefits;
- The principle of linking income levels to work objectives and company efficiency;
- The principle of aligning compensation with the Company's long-term interests, ensuring sustained growth in the main business and promoting the Company's long-term, stable, and high-quality development;
- The principle of openness, fairness, and transparency in compensation standards, determined with reference to current actual income levels, to strengthen both incentives and constraints while conforming to the Company's actual situation;
- The principle of "rewards and punishments, equal rewards and punishments, and emphasis on both incentives and constraints" for compensation income.
Chapter 3 Management Institutions and Responsibilities
Article 5 The Company's Compensation and Assessment Committee shall be responsible for formulating the standards for assessing directors and senior management, conducting assessments, and making recommendations. It shall also be responsible for formulating and reviewing the compensation policies and plans for directors and senior management, and supervising the implementation of compensation and performance assessments.
Article 6 The compensation plans for directors and senior management of the Company shall be formulated by the Compensation and Assessment Committee and submitted to the Board of Directors for approval. The compensation plans for directors shall be decided by the Shareholders' Meeting and disclosed. Any director who is being evaluated or whose remuneration is being discussed by the Board of Directors or the Compensation and Assessment Committee shall recuse themselves.
Article 7 The compensation plans for senior management shall be approved by the Board of Directors, explained to the Shareholders' Meeting, and fully disclosed.