Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Proposal on Directors’ remuneration and allowances in 2022
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”), improve the management level of the company, establish and improve the incentive and restraint mechanism of managers, fully mobilize the enthusiasm and creativity of directors, improve the operation and management level of enterprises, ensure the healthy, sustainable and stable development of the company, and strengthen and standardize the management of directors of the company, according to the company law of the people’s Republic of China This proposal is formulated in accordance with the provisions of relevant laws, regulations and the articles of association, such as the guidelines for the governance of listed companies, and in combination with the actual situation of the company and the income level of the industry and region.
Article 2 this proposal is applicable to all directors of the company.
Article 3 the remuneration of directors shall be determined in accordance with the following principles:
(I) adhere to the principle of distribution according to work and the combination of responsibility, right and benefit;
(II) implement the principle of linking the 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 salary standard shall be open, fair and transparent;
(V) salary income shall adhere to the principle of “reward and punishment, equal reward and punishment, and equal emphasis on Incentive and restraint”.
Chapter II Management Organization
Article 4 the remuneration and assessment committee of the board of directors of the company is the management organization to assess the directors and preliminarily determine the remuneration distribution.
Article 5 the remuneration proposal of the company’s directors shall be submitted to the board of directors for deliberation and submitted to the general meeting of shareholders for deliberation and approval before implementation.
Chapter III composition of salary
Article 6 the salary composition of non independent directors of the company: annual basic salary, allowance, performance salary and welfare.
(I) annual basic salary, performance salary and allowance of non independent directors:
1. Basic salary: the annual salary system is implemented for non independent directors, of which 70% is the basic salary and 30% is the performance salary. The basic salary is paid on an average monthly basis, and the performance salary is paid at one time at the end of the year.
1) Chairman of the board, with an annual basic salary of 580000 yuan;
2) The vice chairman also serves as the general manager, with an annual basic salary of 800000 yuan;
3) The director concurrently serves as the general manager of the wholly-owned subsidiary, with an annual basic salary of 700000 yuan;
4) The director concurrently serves as the general manager of the company’s business division, with an annual basic salary of 660000 yuan;
5) The director concurrently serves as the chief financial officer of the company, with an annual basic salary of 480000 yuan;
6) For other non-executive directors, the annual basic salary is 420000 yuan.
2. Performance salary: the performance salary of non independent directors shall be assessed according to the annual business objectives set by the company, and graded according to the unfinished or completed or over completed business objectives. Among them, there is no annual performance salary for those who fail to meet the company’s business objectives; Fulfill the company’s business objectives and fulfill the annual performance salary; Those who exceed the company’s business objectives shall be paid 1.5-2 times or more of the performance salary (the executive director shall refer to the provisions and requirements of the company’s senior management salary assessment management system).
3. Director’s allowance: since 2022, the director’s allowance system has been implemented for non independent directors, and the director’s allowance is 120000 yuan / year.
(II) welfare of non independent directors
The benefits of non independent directors include statutory benefits and other benefits. Statutory benefits refer to basic endowment insurance, basic medical insurance, unemployment insurance, work-related injury insurance, maternity insurance and housing accumulation fund stipulated by national laws; Other benefits refer to the benefits other than statutory benefits provided by the company such as annual holidays and physical examination.
Article 7 provisions on the reporting of allowances and expenses of independent directors:
1. Allowance for independent directors: 120000 yuan / year.
2. Expense reporting: the accommodation and transportation expenses during the meeting shall be reported and paid according to the actual situation with legal bills, and other expenses shall be borne by themselves. Article 8 for directors who have made significant and outstanding achievements in operation and management, the remuneration and assessment committee of the board of directors shall put forward a proposal to the board of directors to give individual special awards (including equity incentives) to relevant personnel, which shall be finally decided by the board of directors.
Article 9 in case of dereliction of duty and serious irresponsibility in operation and management, resulting in heavy losses to the company’s interests or serious violations of the company’s rules and regulations, relevant personnel will be investigated for responsibility.
Article 10 if a director leaves, resigns or is dismissed without authorization for personal reasons, he shall not enjoy the annual performance salary. Article 11 the directors or executive directors of wholly-owned subsidiaries or holding subsidiaries of the company shall implement with reference to this proposal.
Chapter IV supplementary provisions
Article 12 this proposal shall come into force only after being deliberated by the board of directors and submitted to the general meeting of shareholders for deliberation and approval. The same applies to the amendment. In case of any conflict between these rules and the latest laws, regulations and rules issued by the regulatory authority, the latest laws, regulations and rules shall prevail.
Article 13 the individual income tax involved in basic salary, annual performance salary, welfare and allowance shall be uniformly withheld and paid by the company.
Article 14 this proposal shall be interpreted by the board of directors of the company.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) board of directors
April 19, 2022
