Chapter One General Principles
Article 1
To further improve the governance structure of Petty Animal Nutrition Technology Co., Ltd. (hereinafter referred to as the Company), incentivize the board and senior management to actively participate in decision-making, management, and supervision, and promote the healthy and sustainable development of the Company, this management system is formulated in accordance with the "Guidelines for the Governance of Listed Companies" and other relevant laws, regulations, normative documents, and the Company's Articles of Association, combined with the actual situation of the Company.
Article 2
This management system applies to the following subjects:
- Independent Directors: Directors who do not hold any position other than director in the Company and have no direct or indirect interest relationship with the Company and major shareholders or actual controllers that may affect their independent and objective judgment.
- Non-independent Directors: Other directors in the board of directors excluding independent directors.
- Employee Directors: Directors elected through employee representative assemblies, employee meetings, or other democratic means.
- Senior Management: Individuals appointed by the board of directors as general manager, deputy general manager, financial officer, board secretary, and other personnel as stipulated in the Articles of Association.
Article 3
The Company's allowance and compensation system follows these principles:
- Aligning with the long-term development and shareholder interests of the Company to ensure long-term healthy and stable development.
- Compensation levels refer to standards of similar listed companies in the same industry and region, adhering to principles of openness, fairness, and transparency.
- Reflecting the unity of "responsibility, authority, and benefits."
- Combining short-term and long-term incentives.
- Combining incentives and constraints.
Article 4
Salary total determination mechanism: The total salary for directors and senior management is included in budget management. The total salary is determined based on the previous year's total salary, combined with the Company's operating performance, individual performance, and future development plans.
Chapter Two Allowance and Compensation Standards
Article 5
Director allowance standards:
- The allowance for independent directors is a fixed standard: 100,000 RMB/year (pre-tax).
- Non-independent directors (including employee directors) receive compensation based on their positions and labor contracts with the Company, without additional allowances; non-independent directors not holding any management position do not receive compensation or allowances.