Chapter 1 General Principles
Article 1
To further improve the incentive and restraint mechanisms of Jiangsu JieJie Microelectronics Co., Ltd. (hereinafter referred to as "the Company") and to motivate the work enthusiasm of the Company's directors and senior management, this system is formulated in accordance with relevant national laws, regulations, and the Company’s articles of association, combined with the actual situation of the Company.
Article 2
This system applies to directors and senior management as stipulated in the Company’s articles of association, where: directors refer to all members of the Company’s board of directors, including internal directors (including employee directors) and independent directors; senior management refers to the Company’s manager, deputy manager, board secretary, financial officer, and other personnel appointed by the board of directors according to the articles of association.
Article 3
The Company’s compensation system follows these principles:
- Adhering to the principle of distribution according to labor combined with responsibility, authority, and benefits;
- Linking income levels to company performance and work objectives while considering market compensation levels;
- Combining compensation with the long-term interests of the Company;
- Ensuring that compensation standards are open, fair, and transparent;
- Upholding the principle of "rewards and penalties, equal rewards and penalties, and balancing incentives and constraints."
Chapter 2 Compensation Management Organization
Article 4
The Company’s Board of Directors Compensation and Assessment Committee is the management body responsible for assessing directors and senior management and initially determining compensation distribution, assisted by the Human Resources and Administration Department and the Finance Department.
Article 5
The Compensation and Assessment Committee formulates the compensation plan for directors and senior management annually, clarifying the basis for determining compensation and its specific components. The compensation plan for directors must be reviewed by the Board of Directors and submitted for approval at the shareholders' meeting, and disclosed accordingly. When the Board of Directors or the Compensation and Assessment Committee evaluates or discusses the compensation of individual directors, the concerned director must abstain. The compensation plan for senior management must be approved by the Board of Directors, explained to the shareholders' meeting, and disclosed. In the event of company losses, it must be specifically stated whether changes in the compensation of directors and senior management meet performance linkage requirements during the review stages. The Board of Directors must report to the shareholders' meeting on the performance of directors, evaluation results, and their compensation, which will be disclosed by the Company. Relevant content can be disclosed through the Board of Directors' work report.
Chapter 3 Composition and Standards of Compensation
Article 6
Independent directors of the Company receive only fixed allowances, with specific standards determined by the shareholders' meeting. Reasonable expenses incurred by independent directors in the performance of their duties shall be borne by the Company. The evaluation of independent directors' performance is conducted through self-evaluation and mutual evaluation, and they do not participate in the Company’s internal performance assessment.