Guangdong Mingzhu Group Co.Ltd(600382)
Remuneration management system for directors, supervisors and senior managers
Chapter I General Provisions
Article 1 in order to further improve the salary management of Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”) directors, supervisors and senior managers (hereinafter referred to as “directors, supervisors and senior personnel”), establish a mechanism for the combination of directors, supervisors and senior personnel’s salary with the company’s performance, personal ability and performance, and effectively mobilize the work enthusiasm and creativity of directors, supervisors and senior managers, To promote the sustainable development of the company and maximize the interests of the company and all shareholders, this system is formulated in accordance with the provisions of the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the articles of association and other relevant laws and regulations and in combination with the actual situation of the company.
Article 2 this system is applicable to directors, supervisors and senior managers of the company.
(I) independent director: refers to the director who is not an employee of the company, who is employed by the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, and has no relationship with the company and major shareholders that may hinder his independent and objective judgment;
(II) Directors: refer to non independent directors who are held by employees of the company and receive remuneration;
(III) supervisor: refers to the shareholder representative supervisor elected by the company’s general meeting of shareholders and the employee representative supervisor elected by the employee representative meeting;
(IV) senior management personnel: refer to the president, vice president, chief financial officer (financial principal), Secretary of the board of directors and other senior management personnel specified in the articles of association of the company.
Article 3 principles to be followed
(I) the principle of the unity of responsibility, right and benefit: reflect that the salary is consistent with the value of the post and the performance of responsibilities and obligations; (II) the principle of combining with the actual business situation and business objectives of the company;
(III) the principle of combining performance appraisal results with annual evaluation;
(IV) the principle of paying equal attention to incentive and restraint: reflect the linkage between salary payment and assessment, reward and punishment and incentive mechanism.
Chapter II salary management organization
Article 4 the remuneration and assessment committee under the board of directors of the company is a special organization for the formulation, assessment and supervision of the remuneration of directors, supervisors and senior personnel, which is mainly responsible for the following work:
(I) formulate the performance appraisal system, indicators and salary standards of the company’s directors, supervisors and senior personnel;
(II) be responsible for reviewing the performance of duties of directors, supervisors and senior personnel of the company and conducting annual assessment;
(III) supervise the implementation of the company’s salary system and give audit opinions on the salary disclosed by directors, supervisors and senior personnel.
Article 5 the administrative human resources department of the company shall assist the remuneration and assessment committee of the board of directors in the specific implementation of this system. Chapter III salary structure and standards
Article 6 remuneration composition of directors, supervisors and senior personnel:
(I) the appointment allowance of independent directors of the company shall be determined according to the risk responsibility and market salary level of independent directors and in combination with the actual situation of the company. The allowance for independent directors is calculated on an annual basis, which is proposed by the remuneration and assessment committee of the board of directors and determined after being approved by the board of directors and the general meeting of shareholders. The travel expenses of independent directors for participating in the specified training, attending the board of directors and shareholders’ meeting of the company and the reasonable expenses required for exercising their functions and powers in accordance with the articles of association and other relevant laws and regulations can be reimbursed in the company.
(II) remuneration standards for non independent directors, supervisors and senior managers
Non independent directors, supervisors and senior managers receive corresponding post remuneration according to their positions. If they concurrently hold multiple positions, their remuneration cannot be received repeatedly, and they shall only receive the highest amount of post remuneration.
Non independent directors, supervisors and senior managers are subject to an annual salary system, and their annual salary consists of basic salary and performance salary.
1. Basic salary: it is determined according to the responsibilities undertaken, the value of the position, ability and other factors. It is the annual basic salary, which is paid on average every month according to the standard;
2. Performance compensation: it is determined after comprehensive evaluation according to the achievement of the company’s business objectives and evaluation cycle at the beginning of the year. If the actual completion of the annual net profit exceeds the annual business objectives, the excess reward can be appropriately withdrawn.
Article 7 the basic salary of directors, supervisors and senior officers of the company accounts for 65% – 75% of the total annual salary, and the performance salary accounts for 25% – 35% of the total annual salary. The remuneration and assessment committee of the board of directors of the company shall formulate annual salary standards and specific implementation plans.
Article 8 with the approval of the remuneration and assessment committee of the board of directors of the company, special rewards or punishments can be established for special matters as a supplement to the remuneration management of directors, supervisors and senior personnel serving in the company.
Chapter IV salary payment
Article 9 the basic salary of directors, supervisors and senior officers of the company and the employment allowance of independent directors shall be paid monthly, and the performance salary and excess reward shall be paid according to the evaluation results.
Article 10 special awards shall be issued after being approved by the remuneration and assessment committee of the board of directors of the company.
Article 11 the general meeting of shareholders authorizes the board of directors of the company to review and confirm the annual remuneration of directors, supervisors and senior personnel, and disclose it in the annual report.
Chapter V salary adjustment
Article 12 the remuneration system shall serve the company’s business strategy. In view of the changes in the external business environment, the remuneration and assessment committee of the board of directors shall adjust the remuneration management system of directors, supervisors and senior personnel, and submit it to the board of directors and the general meeting of shareholders for deliberation.
Chapter VI supplementary provisions
Article 13 the system will be implemented on January 1, 2022 after being deliberated and approved by the general meeting of shareholders of the company. If part of the monthly salary paid in 2022 has been received according to the 2021 standard before the system takes effect, the company will adjust it in the monthly payment after the system takes effect to ensure that the annual salary in 2022 is implemented according to the system.
Article 14 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 15 the right to interpret this system belongs to the board of directors of the company.
Guangdong Mingzhu Group Co.Ltd(600382) February 23, 2022
