Guangdong Tapai Group Co.Ltd(002233)
Remuneration management system for directors, supervisors and senior managers
(revised in March 2022)
Chapter I purpose
Article 1 in order to establish and improve the incentive and restraint mechanism in line with the requirements of modern enterprise management system, fully mobilize the enthusiasm and innovation of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) directors, supervisors and senior managers (hereinafter referred to as “the senior managers”) and improve the business operation efficiency and management level of the company, This system is formulated in accordance with the company law of the people’s Republic of China, the guidelines for the governance of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association of Guangdong Guangdong Tapai Group Co.Ltd(002233) Co., Ltd. (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Chapter II Scope of application
Article 2 the system is applicable to directors, supervisors and senior managers of the company, including the following personnel:
(I) independent director: refers to a director who is not an employee of the company, is employed by the company in accordance with laws and regulations, and has no relationship with the company and major shareholders that may hinder his independent and objective judgment;
(II) external directors: refer to non independent directors who are not employees of the company and do not hold positions other than directors in the company; (III) internal director: refers to the non independent director held by the company’s employees and paid;
(IV) Shareholder Representative Supervisor: refers to the supervisor elected or replaced by the general meeting of shareholders;
(V) Employee Representative Supervisor: refers to the employee supervisor of the company democratically elected through the employee congress, employee congress or other forms;
(VI) senior managers: refer to the general manager, executive deputy general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers recognized by the board of directors.
Chapter III Management Principles
Article 3 based on the company’s operating economic indicators and comprehensive management, the annual comprehensive assessment shall be conducted and determined according to the company’s annual business plan, responsibilities and work objectives, and the following principles shall be adhered to:
(I) adhere to the principle of combining remuneration with the long-term interests of the company;
(II) adhere to the principle of distribution according to work and the combination of responsibility, right and benefit;
(III) adhere to the principle of combining the overall salary level with the actual operation of the company;
(IV) adhere to the principle of linking salary with the company’s business objectives;
(V) adhere to the principle of paying equal attention to incentive and restraint.
Chapter IV Management Organization
Article 4 the general meeting of shareholders of the company is responsible for reviewing the remuneration of directors and supervisors, and the board of directors of the company is responsible for reviewing the remuneration of senior managers. The remuneration and assessment committee of the board of directors of the company (hereinafter referred to as the “Remuneration and assessment committee”) is the management organization for implementing the remuneration scheme of the company’s senior managers, and the office of the board of directors is the executive organization for implementing the remuneration scheme of the company’s senior managers, including the audit department, securities department The financial management center and other specific functional departments shall cooperate in the specific implementation of the salary scheme of senior managers.
Chapter V composition and standard of salary
Article 5 salary composition
(I) independent directors: the company implements an allowance system for independent directors. The allowance standard is RMB 120000 / year, which is paid on a monthly basis. In addition, no additional remuneration will be paid. The travel expenses of independent directors for attending the board of directors and the general meeting of shareholders and other expenses required for exercising their functions and powers in accordance with the articles of association shall be borne by the company;
(II) external directors: the company implements an allowance system for external directors. The allowance standard is RMB 120000 / year, which is paid on a monthly basis. In addition, there will be no additional remuneration. The travel expenses for attending the board of directors and the general meeting of shareholders of the company and other expenses required for exercising functions and powers in accordance with the articles of association shall be borne by the company;
(III) internal directors: if the internal directors of the company hold positions in the company at the same time, their salary standard and performance appraisal method shall be implemented in accordance with Article 6 of the system. With the approval of the general meeting of shareholders, the company may separately pay the director’s post allowance to the internal directors;
(IV) Shareholder Representative Supervisor: if the shareholder representative supervisor holds a position in the company at the same time, the salary standard and performance appraisal method shall be implemented in accordance with Article 6 of the system. For the shareholders’ representative supervisors who do not work in the company, the company implements the allowance system, and the allowance standard is RMB 120000 / year, which is paid monthly. In addition, no salary will be paid separately. The travel expenses of shareholders’ representative supervisors for attending the board of supervisors and the general meeting of shareholders and other expenses required for exercising their functions and powers in accordance with the articles of association shall be borne by the company;
(V) Employee Representative Supervisor: the employee representative supervisor of the company is an employee of the company, and his salary is on-the-job salary, which shall be assessed and paid by his employer. With the approval of the general meeting of shareholders, the company may separately pay the supervisor’s post allowance to the employee representative supervisor.
(VI) senior managers: their salary standards and performance appraisal methods shall be implemented in accordance with Article 6 of the system.
Article 6 salary standard
The company’s internal directors, shareholders’ representatives, supervisors and senior managers who hold specific positions in the company implement an annual salary system, and their salary structure is composed of basic annual salary and annual incentive bonus.
(I) basic annual salary:
In combination with the industry salary level, job responsibilities and performance of duties, the basic annual salary standards of internal directors, shareholder representatives, supervisors and senior managers of the company since January 2022 are as follows:
No. basic annual salary standard of position (10000 yuan)
1 Chairman 112
2 vice chairman 80
3. Internal directors 80
4 chairman of the board of supervisors 72
5 other shareholders’ representative supervisors 33
6 general manager 104
7 executive deputy general manager 72
8 deputy general manager 64
9 Secretary of the board of directors 64
10 financial controller 64
In principle, if the internal directors and senior managers of the company hold multiple positions (including positions or positions in subsidiaries), the salary standard shall be determined according to the high or low, and double calculation is not allowed.
For those who have made special contributions, the salary assessment committee shall give an allowance or remuneration of no more than 100000 yuan / year according to the actual situation of their performance of their duties.
(II) annual incentive bonus
In combination with the company’s annual operation, the annual incentive bonus of the company’s internal directors, shareholders’ representatives, supervisors and senior managers who hold specific positions in the company shall be withdrawn and distributed according to the realized annual comprehensive income and the corresponding withdrawal proportion; In addition, in order to achieve better business performance, when the realized annual comprehensive income is low, the incentive object enjoying incentive bonus shall deduct its basic annual salary. The specific proportion of withdrawing and deducting basic annual salary is as follows:
Serial number: the proportion of annual comprehensive incentive bonus before the incentive bonus is accrued, and the proportion of basic salary deducted
Combined income
Deduct 10% of the basic annual salary standard by 5% below RMB 112 million
2.12-1.4 billion yuan 6%——
3.14-1.6 billion yuan 7%——
4.16-1.8 billion yuan 8%——
More than RMB 518 billion 10%——
Since the company’s business consists of traditional industries and emerging industries, the general meeting of shareholders authorizes the board of directors and the salary assessment committee to reasonably refine the annual comprehensive income indicators and accrual proportion of traditional industries and emerging industries within the framework of the above annual comprehensive income indicators and accrual proportion in combination with the annual operation of each industry of the company. The calculation formula of annual incentive bonus of each industry is as follows:
Incentive bonus of traditional industries = annual comprehensive income of traditional industries × Withdrawal proportion;
Incentive bonus for emerging industries = annual comprehensive income of emerging industries × Accrual proportion.
The annual incentive bonus distribution coefficient of the company’s directors, supervisors and senior executives is shown in the table below:
No. annual incentive bonus coefficient of position
1 Chairman 4% – 4.358%
2 vice chairman 2.8% – 3.05%
3. Internal directors 2.8% – 3.05%
4. Chairman of the board of supervisors 2.5% – 2.723%
5. Other shareholders’ representative supervisors: 0.72% – 0.784%
6 general manager 3.8% – 4.139%
Deputy general manager 722.5% – 722.5%
8 deputy general manager 2.35% – 2.56%
9. Board Secretary 2.35% – 2.56%
10 CFO 2.35% – 2.56%
Total 26.17%
The annual incentive bonus coefficient applicable to the directors, supervisors and senior managers of each year is authorized to be determined by the remuneration assessment committee of the board of directors according to the changes of directors, supervisors and senior managers of each year, the actual working time and contribution within the above standard range of corresponding positions and under the condition that the total coefficient does not exceed 26.17%.
Article 7 in view of the changes in the external business environment, the salary assessment committee may review and adjust the basic salary and annual incentive bonus of directors, supervisors and senior managers in the next year before the convening of the board of directors. Among them, the basic salary standard of senior managers shall be submitted to the board of directors for review, and the basic salary standard of directors and supervisors shall be submitted to the general meeting of shareholders for review, The annual incentive bonus index and withdrawal proportion shall be submitted to the general meeting of shareholders of the company for deliberation. The remuneration of newly added or changed directors, supervisors and senior managers during the year shall be implemented with reference to the standards after deliberation and approval, and shall be disclosed in regular reports.
Chapter VI performance appraisal procedures
Article 8 the office of the board of directors shall comprehensively consider the completion of the company’s business plan, the division of labor between internal directors and senior managers, work objectives and tasks, and the suggestions of the chairman and general manager, and formulate the annual performance appraisal indicators of internal directors and senior managers before the end of April of each year, submit them to the salary appraisal committee for deliberation, and issue them in written documents after deliberation. In the middle of the year, if it is necessary to add or adjust the assessment indicators of individual internal directors or senior managers, the written documents shall be supplemented and issued after being reviewed and approved by the salary assessment committee.
At the end of the year, the senior management shall conduct self-evaluation on the non quantitative indicators in the annual performance evaluation indicators, then submit them to the general manager for evaluation, and finally submit them to the salary Evaluation Committee for final evaluation; The of the general manager shall be directly submitted to the salary Evaluation Committee for final evaluation.
At the end of the year, the internal directors conduct self-evaluation on the non quantitative indicators in the annual performance evaluation indicators, and then submit them to the salary Evaluation Committee for evaluation.
The annual performance evaluation indicators of the shareholders’ representative supervisors who hold specific positions in the company shall be formulated by the chairman of the board of supervisors, and shall be carried out by means of self-evaluation and mutual evaluation of supervisors.
Article 9 in the course of annual operation, in case of external events such as industry and business environment
