Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Salary proposal for senior management of the company 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 senior managers, 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 the remuneration of senior managers 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 and industry level of the company.
Article 2 this proposal is applicable to all senior managers of the company, including the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, etc.
Article 3 the remuneration of the company’s senior managers 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 to ensure the growth of main business, prevent short-term behavior and promote the long-term, steady and sustainable development of the company;
(IV) the salary standard shall be based on the principles of openness, impartiality and transparency and determined with reference to the current actual income level, which shall not only be conducive to strengthening the incentive and restraint mechanism, but also conform to the actual situation of the enterprise;
(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 senior managers and preliminarily determine the remuneration distribution. The human resources administration department and Finance Department of the company shall assist in the implementation.
Article 5 the salary proposal of the company’s senior managers shall be submitted to the board of directors of the company for deliberation and approval before implementation. Chapter III composition of salary
Article 6 the salary composition of the company’s senior managers (including the general manager, deputy general manager, chief financial officer and Secretary of the board of directors): basic salary, performance reward, salary incentive, allowance and welfare, etc.
(I) basic salary:
The company’s senior managers implement the annual salary system. The basic salary refers to the salary standards of similar industries in the market, and is confirmed in combination with the key performance indicators, risk responsibility, business ability, team building and other factors undertaken by each business segment of the company. The annual basic salary is in the range of 3 Ping An Bank Co.Ltd(000001) 000000, of which 70% is the basic salary, 30% is the performance salary, and the basic salary is paid on an average monthly basis.
(II) performance pay:
Key performance assessment indicators: main business income, net profit after deduction, cash flow, return on net assets, customer satisfaction, technological progress and innovation, technological transformation input and output, R & D input and achievement transformation, safety production and environmental protection, team construction, etc.
1) If the annual key performance appraisal index is completed, the annual performance salary will be paid.
2) There is no annual performance salary if the key performance appraisal index is not completed or lower than the key performance appraisal index achieved in 2021.
3) If the key performance appraisal indicators are exceeded, the performance reward is 1.5-2 times of the annual performance salary.
The annual performance salary takes the year as the assessment unit and is paid in one lump sum at the end of the year. For those who perform their duties for less than one year, there is no annual performance salary (except for retirement, expiration or physical reasons).
(III) incentive mechanism:
On the basis of completing the key performance indicators of the current year, it can be used for salary incentive or equity incentive of the team after reporting to the board of directors for approval according to 15-30% of the excess (net profit after deduction).
(IV) all allowances shall be implemented in accordance with the relevant provisions of the company.
Article 7 the benefits of senior managers include statutory benefits and other benefits. Statutory benefits refer to the 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 health examination.
Article 8 the remuneration and assessment committee of the board of directors shall implement the following assessment procedures for senior managers:
1) The senior management shall make a written report and self-assessment to the remuneration and assessment committee of the board of directors;
2) The remuneration and appraisal committee of the board of directors shall evaluate the performance of senior managers according to the performance appraisal indicators;
3) The remuneration and assessment committee of the board of directors shall propose the amount of performance-based salary according to the performance evaluation results and the salary distribution proposal, and report it to the human resources department of the company for implementation after voting.
Article 9 for senior managers who have made significant and outstanding achievements in operation and management, the Remuneration Committee of the board of directors may be nominated by the general manager, and the Remuneration Committee of the board of directors shall propose to the board of directors to give relevant personnel a single special award or include them in the object of equity incentive.
Article 10 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 11 senior managers who leave, resign or are dismissed without authorization for personal reasons shall not enjoy annual performance salary, salary incentive or equity incentive.
Article 12 the results of the annual performance appraisal are linked to the appointment and renewal of employment. The company has the right to make corresponding adjustments to the positions of senior managers according to the appraisal results and procedures in accordance with the law.
Article 13 senior managers of wholly-owned subsidiaries may refer to this proposal.
Chapter IV supplementary provisions
Article 14 the proposal shall come into force after being deliberated and approved by the board of directors of the company, and the amendment shall be the same. 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 15 the individual income tax involved in basic annual salary, performance salary, welfare and allowance shall be withheld and paid by the company.
Article 16 this proposal shall be interpreted by the board of directors of the company.
Article 17 this proposal shall be implemented from the date of deliberation and adoption by the board of directors.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) board of directors
April 19, 2022
