Nabaichuan New Energy Co., Ltd. Compensation Management System for Directors and Senior Management
Chapter 1 General Principles
Article 1 To further improve the compensation management of directors and senior management of Nabaichuan New Energy Co., Ltd. (hereinafter referred to as the "Company"), establish scientific and effective incentive and restraint mechanisms, effectively mobilize the work enthusiasm of the Company's directors and senior management, and enhance the Company's operational management efficiency, in accordance with the "Company Law of the People's Republic of China" and other relevant laws, administrative regulations, rules, other normative documents, and the "Articles of Association of Nabaichuan New Energy Co., Ltd." (hereinafter referred to as the "Articles of Association"), this Compensation Management System is hereby formulated.
Article 2 Directors applicable to this system refer to all members of the Company's Board of Directors. Senior management personnel applicable to this system refer to senior management personnel as stipulated in the "Articles of Association."
Article 3 The compensation of directors and senior management shall be linked to the Company's long-term development and shareholder interests, ensuring the Company's long-term stable development. The compensation of directors and senior management shall be closely integrated with the Company's performance and work objectives, and shall also be in line with market value laws. The compensation management for directors and senior management under this system follows the following principles: (1) Principle of fairness: Reflecting the principle that income levels are consistent with the Company's scale and performance, and are also consistent with external compensation levels; (2) Principle of unity of responsibility, rights, and interests: Reflecting the principle that compensation is commensurate with the value of the position and the extent of responsibilities undertaken; (3) Principle of long-term development: Reflecting the principle that compensation is consistent with the goal of the Company's sustained and healthy development; (4) Principle of equal emphasis on incentives and restraints: Reflecting the principle that compensation is linked to performance appraisal, rewards and punishments, and incentive mechanisms.
Article 4 The Company shall implement budget management for the total salary of directors and senior management. The total salary of the Company's directors and senior management shall be determined based on the previous year's total salary, combined with the Company's operating performance, individual performance, and the Company's future development plans.
The compensation of the Company's directors and senior management shall be adapted to market development, matched with the Company's operating performance and individual performance, and coordinated with the Company's sustainable development.
The Company shall reasonably determine the proportion of compensation distribution among directors, senior management personnel, and ordinary employees based on factors such as industry standards, development strategies, and position value, and promote the allocation of compensation towards key positions, the front line of production, and urgently needed high-level, high-skilled talents, thereby improving the compensation level of ordinary employees.
Chapter 2 Management Structure
Article 5 The compensation plan for the Company's directors and senior management shall be formulated by the Compensation and Audit Committee of the Board of Directors, which shall clarify the basis and specific composition of compensation determination.
The Compensation and Audit Committee of the Board of Directors shall be responsible for supervising the implementation of the Company's compensation system.
Article 6 The compensation plan for directors shall be decided by the Shareholders' Meeting and disclosed. The compensation plan for senior management shall be approved by the Board of Directors, explained to the Shareholders' Meeting, and fully disclosed.
When the Board of Directors or the Compensation and Audit Committee evaluates or discusses the remuneration of a director, that director or committee member shall recuse themselves.