Jiangxi Selon Industrial Co.Ltd(002748) salary and assessment management measures
Jiangxi Selon Industrial Co.Ltd(002748)
Non independent directors and senior management
Salary and assessment management measures
Article 1 in order to fully mobilize and give full play to the enthusiasm and creativity of non independent directors and senior managers, continuously improve the business performance of Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as “the company”), and ensure the realization of the company’s development strategic objectives and annual business indicators, the remuneration and examination committee of the board of directors of the company hereby formulates these measures.
Article 2 These measures are applicable to non independent directors and senior managers. Non independent directors are directors other than independent directors of the company, and senior managers include the general manager, deputy general manager, chief financial officer, chief engineer, Secretary of the board of directors and other managers specified in the articles of association.
Article 3 the basic principles to be followed in the salary payment and assessment scheme of non independent directors and senior managers of the company:
1. “Responsibility leading” principle: determine the salary standard of each post according to the post responsibility, risk degree, contribution and the combination of responsibility, power and interest.
2. “Performance linked” principle: the remuneration of senior managers is linked to the company’s operating performance and cashed in combination with the completion of performance.
3. “Talent competition” principle: the salary level shall refer to the standards of Listed Companies in the same industry and region to maintain the competitive advantage of the company’s salary over senior managers.
4. “Value embodiment” principle: encourage the coordination between personal value and the company’s strategic development objectives, open incentives and appropriate constraints.
Article 4 the board of directors has a remuneration and assessment committee, which is responsible for the remuneration scheme, remuneration management, assessment and supervision of non independent directors and senior managers of the company. The remuneration and assessment committee of the board of directors shall formulate the remuneration and assessment plan for non independent directors and senior managers and submit it to the board of directors for deliberation and approval. Among them, the remuneration and assessment plan for non independent directors shall also be submitted to the general meeting of shareholders for deliberation and approval.
Article 5 the annual remuneration of non independent directors and senior managers consists of basic salary + annual performance salary + special rewards, as follows:
(I) basic salary
The basic salary is determined with reference to the average wage level of the industry and in combination with the company’s revenue scale and profitability. The specific standards are as follows:
Jiangxi Selon Industrial Co.Ltd(002748) salary and assessment management measures
1. The basic monthly salary of the company’s non independent directors is 30 Faw Jiefang Group Co.Ltd(000800) 00 (before tax).
2. The basic monthly salary of the general manager is 80000 yuan (before tax).
3. Other senior managers implement the broadband salary system according to their post responsibilities, risk degree and contribution, and the basic monthly salary is 2 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 000 yuan (before tax).
The remuneration of non independent directors and senior managers of the company can be adjusted according to the actual situation of the same industry, such as salary increase and decrease level, inflation level, company profitability, organizational structure adjustment and so on.
(II) annual performance salary
1. The annual performance salary takes the period from January 1 to December 31 of the current year as the assessment cycle, and takes the annual audited weighted average return on net assets and the year-on-year completion rate of annual operating income (= annual audited operating income / audited operating income of the previous year) as the assessment index, which is withdrawn in a certain proportion as the annual performance salary of the current year.
2. When the weighted average return on net assets of the current year is less than 6%, or the operating income realized in the current year is less than 70% of the operating income of the previous year, the annual performance salary of the current year shall not be accrued.
3. The specific accrual method of total annual performance salary is as follows:
(1) The weighted average return on net assets is the assessment index, and the performance award is accrued according to the excess accumulation method. The calculation method is as follows:
Realize the annual performance extraction proportion of the graded award base of net profit
1. When the weighted average return on net assets is ≥ 6%, the net profit ≤ the weighted average return on net assets shall be withdrawn by 3%
The return rate of 8% (inclusive) corresponds to the profit.
2. The weighted average return on net assets is 8%, and the corresponding profit value net profit ≤ weighted average is withdrawn by 4.5%
Return on net assets 16% (including) the part corresponding to profit value.
3. If the net profit is more than 16% of the weighted average return on net assets, the corresponding profit value shall be withdrawn at 6%
Upper part.
(2) The total annual performance salary shall be calculated according to the year-on-year completion rate of operating income, with the performance award withdrawn with the weighted average return on net assets as the assessment index as the base and the ratio of the operating income realized in this year to the operating income realized in the previous year (i.e. the year-on-year completion rate of operating income) as the assessment index. The specific method is as follows:
Total annual performance salary = Performance Award × (year on year completion rate of operating revenue – 10%)
When (the year-on-year completion rate of operating revenue – 10%) exceeds 150%, it shall be calculated as 150%.
The performance compensation of the company’s non independent directors and senior managers can be adjusted when there are great changes in the return on net assets of the industry, bank interest rate and the company’s profitability.
(III) special rewards
Jiangxi Selon Industrial Co.Ltd(002748) salary and assessment management measures
Special rewards may be given to non independent directors and senior managers participating in the project according to the completion of outstanding business performance and outstanding achievements or significant contributions in technological innovation, marketing, brand building, capital operation, merger and reorganization, enterprise reform, transformation and upgrading, significant increase in market value, and completion of special tasks assigned by the board of directors at the beginning of the assessment year.
Article 6 salary evaluation standards and assessment management of non independent directors and senior managers of the company. The assessment content is divided into two parts: business assessment and personal performance assessment.
The assessment of the company’s operation focuses on the assessment of the company’s main economic indicators, reflecting the common performance of the management team; Individual performance appraisal mainly focuses on the main management indicators of non independent directors and senior managers, reflecting individual performance differences.
1. Financial indicators: the remuneration and assessment committee of the board of directors conducts assessment based on the annual financial budget indicators and the audit report issued by the accounting firm appointed by the company. The main indicators are financial indicators such as operating income and net profit related to performance.
2. Innovation achievement index: take the innovation and development of enterprises and the transformation of scientific and technological achievements as the assessment content. The main indicators are the ratio of R & D investment to revenue, the number of new patent licenses, breakthroughs in the technical field of technology platform, and the ratio of new product business sales to revenue.
3. Personal work objectives and indicators: the remuneration and assessment committee of the board of directors shall conduct comprehensive assessment on non independent directors and senior managers according to their work scope, post responsibilities, risk degree and actual work completion.
Article 7 during the assessment period, non independent directors and senior managers shall not be paid annual performance salary and special awards under the following circumstances.
1. Serious violation of resolutions of the general meeting of shareholders, resolutions of the board of directors, company regulations and Listing Supervision requirements;
2. Seriously violating the company’s rules, harming the public and private interests and damaging the interests of the company;
3. During the assessment period, the position held is less than 6 months, except for the position adjustment and the positions before and after the adjustment are non independent directors or senior managers.
Article 8 assessment procedures. Within one month after the issuance of the annual audit report, based on the audited final financial statements of the enterprise and the audited statistical data, the salary and assessment committee shall put forward the annual salary accounting scheme according to the assessment results and submit it to the board of directors for deliberation.
Article 9 assessment and payment. According to the assessment results reviewed by the board of directors and combined with the actual working time, calculate the salary of the current year.
The basic remuneration of non independent directors shall be paid in the form of monthly salary according to the standard approved by the general meeting of shareholders, and the annual performance salary and
Jiangxi Selon Industrial Co.Ltd(002748) salary and assessment management measures
Special awards shall be issued according to the assessment cycle after being deliberated and approved by the annual board of directors and the annual general meeting of shareholders.
The basic salary of senior managers shall be paid in the form of monthly salary according to the standard approved by the board of directors; The annual performance salary and special rewards shall be withdrawn after the approval of the board of directors, and distributed by the general manager according to the assessment cycle.
Article 10 the remuneration of non independent directors and senior managers is pre tax income, and the individual income tax shall be withheld and paid by the company.
Article 11 the salary system shall serve the company’s business strategy and make corresponding adjustments with the continuous changes of the company’s business conditions to meet the needs of the company’s further development.
Article 12 these Measures shall come into force after being deliberated and approved by the board of directors, and the contents related to non independent directors shall come into force after the shareholders’ meeting deliberates and approves the directors’ remuneration proposal.
Article 13 the board of directors shall be responsible for the interpretation of these measures.
Jiangxi Selon Industrial Co.Ltd(002748) April 2022
