Chapter One General Principles
Article 1
To ensure that the company's directors and senior management perform their duties in accordance with the law, to improve the company's compensation management system, and to establish a scientific and effective incentive and restraint mechanism, this management system is formulated based on the "Company Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Measures for the Administration of Independent Directors of Listed Companies," and relevant provisions of the "Articles of Association," in conjunction with the actual situation of the company.
Article 2
This system applies to internal directors, independent directors (excluding those who do not receive salaries from the company), and senior management personnel.
- Independent directors refer to directors who are not employees of the company and are appointed by the company in accordance with the "Measures for the Administration of Independent Directors of Listed Companies," and who have no relationships with the company or its major shareholders that may hinder their independent and objective judgment.
- Internal directors refer to directors who are employees of the company and receive salaries.
- Senior management personnel include the general manager, deputy general managers, chief accountant, board secretary, and other personnel recognized as senior management by the "Articles of Association."
Article 3
The compensation for the company's directors and senior management is based on the company's operational status and individual performance, determined through comprehensive assessment according to the company's operational plan and the responsibilities and objectives of their respective roles.
Article 4
The basic principles of the compensation management for the company's directors and senior management are as follows:
- Adhere to the combination of labor distribution with responsibilities, rights, and benefits.
- Maintain performance orientation, ensuring that compensation aligns with the company's operational performance and individual achievements, establishing mechanisms for deferred payment, suspension, and reclaiming compensation, reflecting the value concept of sharing company profits and bearing risks together.
- Balance internal and external fairness, ensuring that compensation is aligned with market development and coordinated with the company's sustainable development.
- Ensure compliance and transparency, adhering to the requirements of higher authorities and the company regarding the management of compensation for corporate leaders, and strictly following the procedures for compensation decision-making and information disclosure.