M&G Biotech: Remuneration Management System for Directors and Senior Management (March 2026)
Chenguang Biotechnology Group Co., Ltd.
Remuneration Management System for Directors and Senior Management
Chapter 1 General Principles
Article 1 In order to further improve the governance level of Chenguang Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") and establish a more efficient and reasonable remuneration management mechanism for directors and senior managers, the company has formulated this working system in accordance with the Company Law, the Securities Law, the Code of Governance for Listed Companies, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies (hereinafter referred to as the "Standardized Operation Guidelines") and other relevant laws and regulations and the Articles of Association.
Article 2 This system applies to all directors and senior managers of the company.
Article 3 The remuneration management of the company’s directors and senior managers shall follow the following principles:
(1) The income level is combined with the actual situation of the company, and the salary base is determined with reference to industry, region and other income levels;
(2) Insist on linking remuneration with the company's business objectives and the completion of work objectives; follow the distribution principles of more work, more gain, superior performance, fair and just, scientific and reasonable distribution;
(3) Adhering to the principle of "co-development of people and enterprises", the remuneration of directors and senior managers should be coordinated with the sustainable development of the company.
Chapter 2 Remuneration Management Organization
Article 4 The remuneration plan for the company’s directors and senior management personnel shall be formulated by the Remuneration and Assessment Committee of the Board of Directors, the remuneration plan for directors shall be decided by the shareholders’ meeting, and the remuneration plan for senior management personnel shall be approved by the board of directors and explained to the shareholders’ meeting.
Article 5 The Remuneration and Appraisal Committee of the company’s board of directors is responsible for the performance evaluation of directors and senior managers. The board of directors reports to the shareholders' meeting the performance of directors' duties, performance evaluation results and remuneration. When the board of directors or the remuneration and appraisal committee evaluates an individual director or discusses his remuneration, the director shall recuse himself.
The performance evaluation of independent directors is carried out through self-evaluation, mutual evaluation and other methods.
Article 6 The relevant functional departments of the company shall cooperate with the Remuneration and Assessment Committee of the Board of Directors in the specific implementation of the remuneration plan for the company’s directors and senior managers.
Chapter 3 Salary Structure and Salary Standards
Article 7 The fixed allowance received by the company's independent directors shall be determined with reference to the company's industry, the salary level of independent directors of listed companies in the same region and the company's actual situation, and shall be reviewed and approved by the company's shareholders' meeting.
Article 8 The remuneration of the chairman of the company consists of basic salary and performance assessment remuneration. The basic remuneration is determined by the Human Resources Department in accordance with the company's unified remuneration system, taking into account factors such as job value and professional ability. Performance remuneration is linked to personal performance evaluation. The remuneration and assessment committee formulates a specific assessment plan, which is reviewed and approved by the company's shareholders' meeting.
Article 9 Senior managers who serve as directors of a company do not receive director remuneration (or allowances) from the company. The remuneration they receive is the remuneration corresponding to their specific operating positions in the company. The remuneration of the company's senior management personnel consists of basic salary, performance salary and medium- and long-term incentive income, among which the proportion of performance salary shall in principle not be less than 50% of the total basic salary and performance salary.
Basic salary is calculated and paid by the Human Resources Department in accordance with the company's unified salary system and combined with each person's specific operational position, attendance, etc.; performance appraisal salary is calculated and paid based on the completion of the individual's performance goals.
Article 10 Medium and long-term incentive income is based on the equity incentives and employee stock ownership plans formulated by the company and other special incentives issued based on the actual situation of the company. Its specific implementation procedures are implemented in accordance with relevant laws, regulations and relevant company systems.
Chapter 4 Salary Disbursement and Payment Recourse
Article 11 The allowances for the company's independent directors are paid on a monthly basis, and the remuneration of the chairman and senior managers is carried out in accordance with the company's internal salary management system. Performance appraisals are issued according to the appraisal cycle and a certain proportion of performance-based remuneration is paid after the disclosure of the annual report and performance evaluation. Performance evaluation should be carried out based on audited financial data.
Article 12 If a company's directors or senior managers no longer hold the position of directors or senior managers due to change of term, re-election, resignation during the term, etc., their remuneration or allowances shall be calculated and paid based on their actual term of office, and the company's legitimate rights and interests shall not be harmed or benefits shall be transferred.
Article 13 If a company turns from profit to loss or its losses expand compared with the previous fiscal year, and the average performance remuneration of directors and senior managers does not decrease accordingly, the reasons shall be disclosed.
Article 14 When a company retrospectively restates its financial report due to financial fraud or other misstatements, it shall promptly reassess the performance remuneration and medium- and long-term incentive income of directors and senior managers and recover the excess payment accordingly.
If a company's directors or senior managers violate their obligations and cause losses to the listed company, or are at fault for financial fraud, capital misappropriation, illegal guarantees and other illegal activities, the company will reduce or stop paying unpaid performance remuneration and medium- and long-term incentive income according to the severity of the case, and recover all or part of the performance remuneration and medium- and long-term incentive income that have been paid during the period when the relevant behavior occurred.
Chapter 5 Salary Adjustment
Article 15 The salary system should serve the company's business strategy and make corresponding adjustments as the company's operating conditions continue to change to meet the company's further development needs.
Article 16 The basis for adjusting the remuneration of the company’s directors and senior managers is:
(1) The company conducts salary level surveys every year to understand the salary levels in related industries and fields, which serves as a reference for the company's salary adjustments.
(2) Make adjustments based on enterprise development, company benefits, etc.
(3) The company's organizational structure is adjusted or the responsibilities of senior managers change.
Chapter 6 Supplementary Provisions
Article 17 For matters not covered by this system, the company shall comply with the provisions of relevant laws, regulations, normative documents and the Articles of Association.
Article 18 This system shall be interpreted and revised by the company's board of directors.
Article 19 Modifications to this system shall be proposed by the board of directors and submitted to the shareholders' meeting for review and approval, and shall come into effect from the date of adoption of the resolution of the shareholders' meeting.