Haitian Water Group Co.Ltd(603759)
Allowance system for directors and supervisors
Chapter I General Provisions
Article 1 in order to further improve the allowance management of the directors and supervisors of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as “the company”), establish an incentive and restraint mechanism, effectively mobilize the work enthusiasm of the directors and supervisors, improve the operation and management level of the company, and promote the healthy, sustainable and stable development of the company, according to the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws Regulations, normative documents and relevant provisions of Haitian Water Group Co.Ltd(603759) articles of association are hereby formulated.
Article 2 directors and supervisors refer to all in-service members of the board of directors and the board of supervisors of the company; Among them, the directors are composed of internal directors, external directors and independent directors, and the supervisors are composed of internal supervisors and external supervisors:
(I) internal directors refer to the non independent directors concurrently held by the company’s employees or company managers who have signed employment contracts or labor and service contracts with the company;
(II) external directors refer to non independent directors who do not hold other positions except directors in the company;
(III) independent directors refer to the directors hired by the company in accordance with the rules for independent directors of listed companies, who do not hold other positions in the company except directors, and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment;
(IV) internal supervisors refer to the supervisors (including employee supervisors) concurrently held by the company’s employees who have signed employment contracts or labor and labor contracts with the company;
(V) external supervisors refer to supervisors who do not hold other positions in the company except supervisors.
Article 3 the following principles shall be followed in formulating this system:
(I) combine with the long-term development of the company and the interests of shareholders to ensure the long-term and stable development of the company;
(II) determine the allowance according to the post, reflecting the unity of “responsibility, right and benefit”;
(III) the principle of combining short-term and long-term incentives;
(IV) the principle of combining incentive and restraint.
Chapter II allowance standard for directors and supervisors
Article 4 director’s allowance standard
(I) the remuneration of internal directors shall be determined according to the employment contract or labor and service contract signed between themselves and the company. They shall receive work remuneration according to their specific positions in the company without receiving additional allowance.
(II) the allowance for independent directors is RMB 120000 per year (before tax).
(III) the allowance for external directors is RMB 120000 per year (before tax).
If the company plans to adjust the allowances of external directors and independent directors, the board of directors shall formulate a plan and implement it after being approved by the general meeting of shareholders.
Article 5 allowance standard for supervisors
（1） The remuneration of internal supervisors shall be determined according to the employment contract or labor and service contract signed between them and the company. They shall receive work remuneration according to their specific positions in the company without additional allowance.
(II) the allowance for external supervisors is RMB 120000 per year (before tax).
If the company plans to adjust the allowance of external supervisors, the board of supervisors shall formulate a plan and implement it after being approved by the general meeting of shareholders.
Article 6 the reasonable expenses required by the directors and supervisors of the company to exercise the functions and powers specified in the Haitian Water Group Co.Ltd(603759) articles of association shall be reimbursed by the company according to the facts.
Chapter III payment of allowances
Article 7 the allowances for directors and supervisors shall be paid monthly, and the individual income tax shall be uniformly withheld and remitted by the company.
Article 8 the allowances for independent directors, external directors and external supervisors shall be paid from the date when the general meeting of shareholders adopts the resolution on their appointment; If he no longer holds his post, he shall stop paying relevant allowances from the date of ceasing to hold his post. The remuneration of other directors and supervisors shall be paid in accordance with the company’s salary system.
Article 9 If a director or supervisor is publicly condemned by the stock exchange or punished or punished by the securities regulatory department and other administrative or judicial departments in the process of performing his duties, the board of directors and the board of supervisors may make a punishment proposal of deducting or stopping the payment of allowances according to the seriousness of the circumstances, and submit it to the general meeting of shareholders of the company for deliberation and approval.
Chapter IV supplementary provisions
Article 10 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association of Haitian Water Group Co., Ltd; In case of any conflict between this system and the latest laws, regulations and rules issued by the regulatory authority, the latest laws, regulations and rules shall prevail.
Article 10 the system shall be interpreted by the board of directors of the company and formally implemented after being deliberated and approved by the general meeting of shareholders of the company.
