Chapter 1 General Principles
Article 1
To implement the principles of openness, fairness, and justice in the securities market, and to further establish an incentive and restraint mechanism that matches the rights and responsibilities of Jilin Xidian Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as "the Company"), this system is formulated to reasonably determine the compensation levels and payment methods for the Company's directors and senior management, ensuring they actively and effectively fulfill their respective duties and obligations, thereby promoting the Company's healthy, sustainable, and stable development. This is in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Shenzhen Stock Exchange GEM Listing Rules," "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies," and relevant laws, regulations, normative documents, as well as the provisions of the "Articles of Association of Jilin Xidian Pharmaceutical Technology Development Co., Ltd." (hereinafter referred to as "the Articles of Association").
Chapter 2 Scope of Application
Article 2
The Company shall establish fair and transparent performance and duty evaluation standards and procedures for directors and senior management. This system applies to the following personnel:
- Directors, including the chairman, non-independent directors, and independent directors;
- Senior management, including managers, deputy managers, financial directors, and board secretaries;
- Other personnel deemed applicable by the Company's Compensation and Assessment Committee.
Article 3
The term "compensation for directors and senior management" refers to the corresponding remuneration received for serving as directors and senior management and fulfilling their respective duties.
Chapter 3 Management Institutions and Responsibilities
Article 4
The Company's shareholders' meeting is responsible for reviewing this system. The Company shall reasonably determine the compensation distribution ratio for directors, senior management, and ordinary employees based on industry standards, development strategies, and job value, promoting a compensation distribution that favors key positions, frontline production, and urgently needed high-level, high-skill talents, thereby enhancing the compensation level of ordinary employees.
Article 5
The compensation plan for directors and senior management shall be formulated by the Compensation and Assessment Committee of the Board of Directors, clarifying the basis for determining compensation and its specific components. The compensation plan for directors shall be decided by the shareholders' meeting and disclosed. When the Board of Directors or the Compensation and Assessment Committee evaluates or discusses the compensation of an individual director, that director shall abstain from the discussion. The compensation plan for senior management shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 6
The Board of Directors shall report to the shareholders' meeting on the performance of directors, the results of performance evaluations, and their compensation, which shall be disclosed by the Company. The Company's Human Resources Department and Finance Department shall cooperate with the Compensation and Assessment Committee of the Board of Directors in the specific implementation of the compensation plans for directors and senior management.
Article 7
The specific annual compensation standards and performance-based compensation distribution amounts for the Company's directors and senior management shall be executed by the chairman as authorized by the Compensation and Assessment Committee of the Board of Directors.