Hangzhou Weiguang Electronic Co.Ltd(002801)
Remuneration management system for directors, supervisors and senior managers
(revised in March 2022)
Chapter I General Provisions
Article 1 Purpose
In order to further improve the salary and allowance management system of the company's directors, supervisors and senior managers, fully mobilize the enthusiasm and creativity of the directors, supervisors and senior managers, improve the overall management level of the company and ensure the realization of the company's development strategic objectives, this system is formulated in accordance with the company's justice, other relevant national laws and regulations, as well as the relevant provisions of the articles of association and in combination with the actual situation of the company.
Article 2 scope of application
The system is applicable to directors, supervisors and senior managers of the company, including the following personnel:
(I) independent directors;
(II) directors and supervisors who do not hold actual positions in the company refer to directors and supervisors who are not employees of the company and do not directly participate in operation and management;
(III) directors and supervisors in the company: refers to the directors and supervisors who are held by the company's employees and receive remuneration;
(IV) senior managers: general manager, deputy general manager, financial director and Secretary of the board of directors.
Article 3 management organization and responsibilities
The general meeting of shareholders authorizes the chairman of the company to examine and approve the annual remuneration of directors, supervisors and senior managers, and disclose it in the annual report.
The remuneration and assessment committee under the board of directors is the guidance and management organization for the formulation and assessment of the remuneration scheme of directors, supervisors and senior managers. It is responsible for formulating and reviewing the remuneration and allowance system and scheme of directors, supervisors and senior managers of the company, examining them and submitting them to the chairman for approval and decision.
The human resources and financial departments of the company cooperate with the remuneration and assessment committee of the board of directors to implement the remuneration scheme of directors, supervisors and senior managers.
Article 4 basic principles
The company's remuneration shall be determined according to the following principles:
(I) the principle of matching distribution according to work with responsibilities, rights and interests;
(II) the principle of linking the personal income level with the company's benefits and work objectives;
(III) the principle of combining remuneration with the long-term interests of the company;
(IV) the assessment shall be based on the principles of openness, fairness and impartiality, scientific assessment and strict fulfillment.
Chapter II composition and standard of salary and allowance
Article 5 the remuneration plan of the directors and supervisors of the company shall be determined with reference to the local situation of the same industry or enterprises of equivalent scale, and in combination with the actual situation and operating performance of the company.
Article 6 independent directors and directors and supervisors who do not hold actual positions in the company shall not receive remuneration in the company. The annual allowance for independent directors and directors and supervisors who do not hold actual positions in the company is 80000 yuan / year, which is paid monthly.
Article 7 the directors and supervisors who work in the company shall not be given allowances, and the annual salary system shall be implemented together with the senior managers.
(I) the annual salary consists of basic annual salary and performance annual salary.
(II) the chairman's basic annual salary is RMB 240000 yuan. The basic annual salary of other personnel shall be implemented after approval by the chairman based on the evaluation results, combined with the value of the post, responsibility, ability and working years, and referring to the market and industry salary level. The basic annual salary is paid on an average monthly basis. In addition to the basic annual salary, they also enjoy the welfare benefits given by the company, including but not limited to holiday expenses, annual leave travel, meal allowance, etc.
(III) the annual performance salary of the chairman is 5 ‰ of the net profit. Other personnel sign performance contracts with them according to the annual objectives and the company's decomposition of responsibilities. In January of the next year, after the company's unaudited financial statements are issued, the remuneration and assessment committee will assess the directors, supervisors and senior managers, put forward annual performance salary suggestions according to the assessment results, advance 80% after being approved by the chairman, and settle the remaining part after audit.
(IV) total annual remuneration control: the total remuneration of all directors, supervisors and senior managers working in the company shall be controlled within 1% of the audited company's operating income or 10% of the net profit of the current year.
(V) the annual remuneration of newly appointed directors, supervisors and senior managers in the middle of the year shall be determined according to the actual working hours and performance. Those who leave in the middle of the year will not enjoy the annual performance salary.
Article 8 upon the proposal of the remuneration and assessment committee of the company and the approval of the chairman of the board, special rewards or penalties can be temporarily established for special matters as a supplement to the remuneration of directors, supervisors and senior managers in the company.
Article 9 the travel expenses of directors and supervisors for attending the board of directors, the board of supervisors and the general meeting of shareholders of the company and the expenses required for exercising their functions and powers in accordance with the articles of association shall be borne by the company.
Chapter III payment of salary
Article 10 the remuneration and allowances paid by the company are pre tax amounts. The company will withhold and pay individual income tax, various social insurance expenses, various deduction expenses according to the company's attendance regulations and other parts that should be borne and paid by individuals in accordance with the relevant provisions of the state and the company, and the rest will be paid to individuals.
Article 11 the company shall implement the accountability system for the directors, supervisors and senior managers serving in the company. The situations of high salary reduction or deduction of directors and supervisors of the company are as follows:
(I) seriously violating the company's rules and regulations and being punished by the company in violation of regulations;
(II) seriously damaging the interests of the company or causing major economic losses to the company;
(III) violation of laws and regulations, dereliction of duty or dereliction of duty, resulting in major decision-making mistakes, major safety and responsibility accidents, causing serious impact on the company or loss of assets of the company.
Chapter IV supplementary provisions
Article 12 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of Association; If the system is inconsistent with the relevant provisions of the latest relevant national laws, regulations and normative documents, the relevant provisions of the relevant national laws, regulations and normative documents shall prevail. Article 13 after the system is deliberated and approved by the board of directors and the board of supervisors of the company, it shall be implemented from the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply to modification.
Article 14 the system shall be interpreted by the board of directors of the company.
