Chapter 1 General Principles
Article 1
To further improve the compensation management for directors and senior management of Nanjing Baose Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, fully mobilize the enthusiasm and initiative of directors and senior management, enhance the operational management efficiency of the Company, and promote the realization of the Company's strategic and operational goals, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Shenzhen Stock Exchange Growth Enterprise Market Listing Rules," "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operation of Growth Enterprise Market Listed Companies," and other relevant laws, regulations, normative documents, as well as the "Articles of Association" of the Company and the "Management Plan for the Term of Office and Contractual Management of Management Members," combined with the actual situation of the Company.
Article 2
This system applies to the following personnel:
- Members of the Company's board of directors, including independent directors and non-independent directors (including directors holding other positions in the Company and those not holding other positions).
- Senior management of the Company, including the general manager, deputy general managers, chief accountant, and board secretary.
Article 3
The term "compensation for directors and senior management" refers to the corresponding remuneration received for serving as directors and senior management in the Company and performing corresponding duties.
Article 4
The compensation system for directors and senior management of the Company follows the principles of:
- Fairness, reflecting the principle that income levels are linked to the Company's scale, performance, and work objectives, while also considering market compensation levels;
- Unity of responsibility, authority, and benefits, reflecting that compensation corresponds to the value of the position and the extent of responsibilities;
- Long-term development, reflecting that compensation aligns with the goals of the Company's sustainable and healthy development;
- Balance of incentives and constraints, reflecting that compensation distribution is linked to assessments and rewards and punishments, and is connected to the incentive mechanism.
Chapter 2 Compensation Management Organization
Article 5
The shareholders' meeting of the Company is responsible for reviewing the compensation policy for directors.
Article 6
The board of directors is responsible for reviewing the compensation policy for senior management and explaining it to the shareholders' meeting. If the board does not fully adopt the recommendations of the compensation and assessment committee, it shall record the opinions of the committee and the specific reasons for non-adoption in the board resolution and disclose them.
Article 7
The board of directors has a compensation and assessment committee, responsible for formulating and reviewing the compensation policies and structures for directors and senior management, establishing assessment standards, supervising assessments, and proposing compensation plans for directors and senior management to the board on the following matters:
- Compensation for directors and senior management;
- Formulation or modification of equity incentive plans, employee stock ownership plans, and the achievements of authorized benefits and conditions for exercising rights;
- Stockholding plans for directors and senior management in proposed spin-off subsidiaries;
- Matters related to the suspension and recovery of compensation for directors and senior management;
- Other matters authorized by the board of directors.