Chapter One General Principles
Article 1
To further improve the remuneration management of directors and senior management at Zhongwei New Materials Co., Ltd. (hereinafter referred to as "the Company"), establish a market-oriented incentive and restraint mechanism, effectively motivate the work enthusiasm of the Company's directors and senior management, and enhance the operational management efficiency of the Company, these measures are formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, and other relevant laws and regulations, as well as the provisions of the Articles of Association, combined with the actual situation of the Company.
Article 2
The directors and senior management to whom these measures apply include: the Company's directors, president, executive/senior vice presidents, board secretary, chief financial officer, and other senior management recognized by the board of directors.
Article 3
The principles governing the remuneration of directors and senior management are as follows:
- Adhere to the principle of combining distribution according to labor with responsibility, authority, and benefits;
- Ensure that remuneration levels are consistent with the Company's scale and performance, and align with industry remuneration levels;
- Align with the Company's long-term interests and goals for sustainable and healthy development;
- Combine incentives and constraints: the remuneration of senior management is linked to the completion of individual job responsibilities and objectives, and related to work innovation and enhancing the Company's overall strength;
- Ensure that remuneration standards are based on openness, fairness, and transparency.
Article 4
The remuneration plans for the Company's directors and senior management shall be formulated by the board of directors' nomination and remuneration and assessment committee, clarifying the basis for determining remuneration and its specific components. The remuneration plan for directors shall be decided by the shareholders' meeting and disclosed. The remuneration plan for senior management shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.
Article 5
The board of directors shall report to the shareholders' meeting on the performance of directors' duties, performance evaluation results, and their remuneration, which shall be disclosed by the Company.
Chapter Two Composition of Remuneration
Article 6
The mechanism for determining the total salary: The total salary for directors and senior management is included in the budget management. The remuneration and assessment of the Company's directors and senior management are based on the Company's economic benefits, comprehensive assessments according to the Company's annual business plan and the work objectives of senior management, and the remuneration is determined based on the assessment results.