Shenyang Blue Ying Industrial Automation Equipment Co., Ltd. Directors and Senior Management Remuneration Management System
Chapter 1 General Provisions
Article 1 To further improve the remuneration management of the company's directors and senior management, establish a scientific and effective incentive and restraint mechanism, effectively mobilize the enthusiasm of the company's directors and senior management, and improve the company's operational and management efficiency, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," and other relevant laws and regulations, and the "Articles of Association of Shenyang Blue Ying Industrial Automation Equipment Co., Ltd.," this Remuneration Management System is hereby formulated.
Article 2 Directors and senior management covered by this system include: company directors, managers, deputy managers, board secretaries, and financial controllers.
Article 3 The company's remuneration system adheres to the following principles: (1) The principle of reflecting income levels consistent with the company's scale and performance, and also consistent with external remuneration levels in the place of work. (2) The principle of reflecting the equivalence of responsibility and rights, with remuneration commensurate with the value of the position and the extent of responsibility undertaken. (3) The principle of reflecting the company's long-term interests, consistent with the goal of the company's sustained and healthy development. (4) The principle of emphasizing both incentives and restraints, and the equivalence of rewards and punishments, with remuneration issuance linked to performance appraisals and rewards and punishments. (5) The principle of a scientifically and rationally structured remuneration system, aligned with market development levels, deeply matched with the company's operating performance and individual performance, and balancing the company's sustainable development with fair distribution of employee benefits.
Chapter 2 Remuneration Management Body
Article 4 The Remuneration and Appraisal Committee of the Board of Directors shall, under the authorization of the Board of Directors, perform the following duties: (1) Formulate assessment standards for directors and senior management and organize annual and term assessments, and may entrust a third party to conduct performance evaluations. (2) Formulate and review the remuneration policies and plans for the company's directors and senior management, clarify the basis for remuneration determination and its specific composition, and submit remuneration-related suggestions to the Board of Directors. (3) Review the performance of directors and senior management, organize performance and duty evaluations for directors and senior management. Independent directors' performance evaluations shall be conducted through self-evaluation, mutual evaluation, and other methods. (4) Supervise the implementation of the company's remuneration system and be responsible for formulating proposals for the revision of the remuneration system. (5) Formulate or amend equity incentive plans and employee stock ownership plans, and propose suggestions for the conditions for granting and exercising rights for incentive recipients. (6) Propose suggestions for the company to arrange shareholding plans for subsidiaries that are planned to be spun off. (7) Other matters stipulated by laws and regulations, the Articles of Association, and the authorization of the Board of Directors. If the Board of Directors does not adopt or fully adopts the suggestions of the Remuneration and Appraisal Committee, the board resolution shall record the opinions of the Remuneration and Appraisal Committee and the reasons for non-adoption, and disclose them. When a director is evaluated or their remuneration is discussed by the Board of Directors or the Remuneration and Appraisal Committee, that director shall recuse themselves.
Article 5 The Human Resources Department and the Finance Department of the company shall cooperate with the Remuneration and Appraisal Committee of the Board of Directors in the specific implementation of the company's senior management remuneration plan, remuneration calculation and issuance, and the preparation of relevant information disclosure materials.