Jiangxi Yuean Advanced Materials Co.Ltd(688786)
Directors, supervisors and senior managers
Salary and performance appraisal management system
Chapter I General Provisions
Article 1 Purpose
In order to standardize the remuneration and performance of the directors, supervisors and senior managers of Jiangxi Yuean Advanced Materials Co.Ltd(688786) (hereinafter referred to as “the company”), establish and improve the incentive and restraint mechanism in line with the requirements of modern enterprise management system, fully mobilize their enthusiasm and creativity, give full play to their management and supervision functions, and improve the operation and management level of the enterprise, This system is formulated in accordance with relevant national laws and regulations, the Jiangxi Yuean Advanced Materials Co.Ltd(688786) articles of Association (hereinafter referred to as the “articles of association”), the rules of procedure of the remuneration and assessment committee of the board of directors and other relevant provisions.
Article 2 scope of application
The system is applicable to the following personnel:
(I) directors;
(II) supervisors;
(III) general manager, deputy general manager, chief financial officer and Secretary of the board of directors;
(IV) other personnel specified in the articles of association.
Article 3 principles of salary and performance appraisal
(I) the principle of open, fair and equitable salary standards;
(II) the principle of combining remuneration with the long-term interests of the company;
(III) the principle of linking remuneration with the company’s benefits and performance objectives;
(IV) the principle of combining salary with the actual operation of the company;
(V) the principle of combining remuneration with rights, responsibilities and interests;
(VI) the principle of paying equal attention to incentive and restraint.
Article 4 salary adjustment mechanism
The relevant salary assessment institutions of the company can adjust the salary of the directors, supervisors and senior staff accordingly according to the following conditions. The basis of adjustment includes:
(I) salary level of the same industry;
(II) local salary level;
(III) inflation level;
(IV) actual business conditions of the company;
(V) organizational structure adjustment, position and responsibility change;
(VI) other situations.
Article 5 the remuneration referred to in this system refers to the income obtained by the directors, supervisors and senior managers of the company before paying personal income tax.
Chapter II Management Organization
Article 6 the remuneration and evaluation committee of the board of directors of the company is the management organization to implement the remuneration and performance evaluation of the directors and senior managers of the company, and is responsible for organizing the performance evaluation of the directors and senior managers and determining their remuneration scheme.
Article 7 the responsibilities and authorities of the remuneration and assessment committee of the board of directors shall refer to the rules of procedure of the remuneration and assessment committee. Article 8 the general meeting of shareholders of the company shall be responsible for reviewing the remuneration scheme of directors and supervisors; The board of directors of the company is responsible for reviewing the remuneration scheme of senior managers of the company. The independent directors of the company shall express independent opinions on the remuneration scheme of the directors and senior managers of the company.
Article 9 the human resources department of the company is the daily office of the remuneration and assessment committee of the board of directors and is responsible for the specific implementation of the remuneration scheme.
Chapter III composition and standard of salary
Article 10 in combination with the actual situation of the company, the company can give a certain fixed allowance to independent directors and supervisors every year. If the directors, supervisors and senior managers of the company concurrently hold other positions, their remuneration shall be determined according to the specific management positions they hold. Non independent directors who do not hold office in the company do not receive directors’ remuneration in the company. The annual allowance system shall be implemented for independent directors, and the annual allowance standard shall be confirmed by the general meeting of shareholders and paid on a monthly basis.
The reasonable expenses required for non independent directors, independent directors and supervisors to perform their duties shall be borne by the company.
Article 11 the annual salary system is adopted for senior managers, and their salary consists of basic salary and performance salary. The basic salary shall be paid on a monthly basis in combination with the salary level of the industry, job responsibilities and performance of duties.
Performance pay is based on the annual target performance bonus, linked to the company’s annual operating performance, and calculated and cashed according to the assessment results of the current year.
Article 12 the company may adjust the salary standard from time to time according to the operating benefits, changes in the market salary level and the company’s business development strategy.
Chapter IV salary and assessment implementation procedures
Article 13 the assessment shall take the natural year as the cycle.
Article 14 the remuneration and assessment committee of the board of directors of the company shall formulate the remuneration plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the remuneration level of relevant positions in other relevant enterprises; The salary plan or scheme mainly includes but is not limited to the performance evaluation standards, procedures and main evaluation systems, and the main schemes and systems of reward and punishment.
Article 15 the company will pay the basic annual salary on a monthly basis in the year and the performance annual salary in the next year.
Article 16 if the directors, supervisors and senior managers of the company leave their posts due to change of office, re-election, resignation during their term of office and other reasons, their remuneration shall be calculated and paid according to their actual term of office and actual performance.
Article 17 with the approval of the remuneration and assessment committee of the board of directors of the company, special awards can be temporarily established for special matters as a supplement to the remuneration of directors, supervisors and senior managers serving in the company.
Article 18 in case of major decision-making mistakes or major disciplinary violations, which have an adverse impact on the company or cause the loss of the company’s assets, the remuneration of the company’s senior managers shall be deducted accordingly. Specifically include:
(I) seriously violating the company’s rules and regulations and being punished by the company’s internal demerit recording or above;
(II) seriously damaging the interests of the company or causing major economic losses to the company;
(III) being punished, condemned or criticized by the securities regulatory department due to major violations of laws and regulations; Being dealt with according to law and discipline by relevant departments;
(IV) violation of laws and regulations, dereliction of duty or dereliction of duty, resulting in major decision-making dereliction of duty, major safety and responsibility accidents, causing serious impact on the company or loss of enterprise assets;
(V) other violations of the articles of association and other relevant provisions.
Chapter V supplementary provisions
Article 19 the system shall come into force from the date of deliberation and adoption by the general meeting of shareholders, and the same shall apply to modification.
Article 20 the system shall be interpreted by the board of directors of the company.
