Chapter 1 General Provisions
Article 1 To improve the incentive and restraint mechanism for directors and senior management of Cindell Irradiation Co., Ltd. (hereinafter referred to as the Company), standardize remuneration and allowances, and promote the high-quality development of the Company, these Measures are formulated in accordance with the "Company Law of the People's Republic of China," the "Code of Corporate Governance for Listed Companies," and other relevant laws and regulations, as well as the Company's Articles of Association, and in combination with the Company's actual situation.
Article 2 The directors and senior management referred to in these Measures are as follows: (1) Independent Directors: Directors who do not hold any other positions in the Company besides their directorships, and who have no direct or indirect interest relationship with the Company, its controlling shareholder, actual controller, or other major shareholders, or other relationships that may affect their independent and objective judgment. (2) External Directors: Directors who are external personnel, such as non-employees of the Company. External Directors do not hold any positions in the Company other than their directorships and positions in special committees of the Board of Directors, are not responsible for executive matters, and have no relationship with the Company that may affect their impartial performance of external director duties. They are divided into full-time external directors and part-time external directors. (3) Internal Directors: Directors who concurrently hold full-time positions in the Company besides their directorships, directly participate in the Company's daily operations and management, and receive remuneration. (4) Senior Management: Refers to the general manager, deputy general managers, chief accountant, secretary of the board of directors, chief legal advisor, and other personnel stipulated in the Company's Articles of Association.
Article 3 Basic Principles
(1) Fairness and Justice Principle: Balance responsibility, risk, and return, and determine remuneration levels based on job responsibilities, performance contributions, and other factors. (2) Performance-Oriented Principle: Remuneration is closely linked to the Company's operating performance and individual performance, effectively strengthening the dual role of incentives and constraints. (3) Sustainable Development Principle: Remuneration levels are matched with the Company's profitability and financial status, ensuring the reasonableness and sustainability of remuneration distribution, adapting to market development, and coordinating with the Company's sustainable development. (4) Synergy of Medium and Long-Term Incentives Principle: Medium and long-term incentives are incorporated into the remuneration system to guide directors and senior management to focus on the Company's long-term value creation.
Chapter 2 Management Institutions
Article 4 The Remuneration and Appraisal Committee of the Board of Directors is a special working body established by the Board of Directors. Under the authorization of the Board of Directors, it performs duties related to the assessment and remuneration management of directors and senior management in accordance with relevant laws and regulations. The duties and powers of the Remuneration and Appraisal Committee of the Board of Directors are detailed in the "Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors."