Hangzhou Tianmushan Pharmaceutical Co., Ltd. Announcement on the 2026 Remuneration Plan for Directors and Senior Management
Securities code: 600671 Securities abbreviation: Tianmu Pharmaceutical Announcement number: 2026-016
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Hangzhou Tianmushan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the 20th meeting of the 12th board of directors of the company on June 11, 2026, and reviewed and approved the "Proposal on the Remuneration Plan for Directors in 2026" and the "Proposal on the Remuneration Plan for Senior Management Personnel in 2026". In order to further improve the governance structure, establish and improve the incentive and restraint mechanism for directors' remuneration, strengthen the incentive and restraint mechanism that unifies rights, responsibilities and interests, and corresponds to rewards and risks, and promotes the company's long-term sustainable development, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Guidelines" and other relevant laws and regulations, as well as the provisions of the "Articles of Association" and "Company Directors and Senior Management Remuneration Management System", combined with the company's actual situation and with reference to industry and regional income levels, it is planned to formulate a 2026 remuneration plan for directors and senior managers.
1. Applicable objects
Company directors and senior managers
2. Applicable period
January 1, 2026 to December 31, 2026
3. Salary plan
(1) Directors’ remuneration
- Independent directors
The allowance for independent directors is RMB 100,000 per year (before tax) and is paid quarterly. Independent directors do not participate in the company's performance distribution and do not receive other remuneration; travel expenses, meeting fees and other necessary expenses incurred by independent directors in performing their duties shall be borne by the company.
- Outside directors
Outside directors refer to non-independent directors who are not in charge of specific affairs of the company and do not hold other positions in the company except directors. A subsidy system is implemented. The company pays a subsidy of 40,000 yuan/year (before tax) to outside directors on a quarterly basis.
- Inside directors
Internal directors refer to directors (including chairman of the board) who have signed an employment contract with the company, hold senior management positions or other positions, and are responsible for managing relevant affairs. The chairman of the company and directors who concurrently hold senior management positions or other specific management positions receive remuneration in accordance with the company's relevant remuneration and performance appraisal management systems and do not receive additional director allowances. Internal director remuneration consists of basic remuneration, performance remuneration and medium- and long-term incentive income, among which performance remuneration accounts for 50% of the total basic remuneration and performance remuneration.
The basic remuneration of internal directors is mainly determined based on factors such as position, responsibility, ability, risk, peer salary and other factors, and is paid on a monthly basis. Performance-based compensation is linked to the company's operating performance and individual performance, and is paid in stages according to quarterly and annual assessment cycles. 10% of the performance-based compensation is paid after the disclosure of the audited annual financial report and performance evaluation.
Medium and long-term incentive income is a reward for the company's medium- and long-term operating goals and individual cumulative contributions, including but not limited to restricted stocks, stock options, employee stock ownership plans or tenure bonuses, etc. The specific plan will be determined separately in accordance with relevant laws, regulations, etc.
(2) Remuneration of senior management personnel
Senior managers implement an annual salary system, which in principle mainly consists of basic salary, performance salary and medium- and long-term incentive income. Among them, performance pay accounts for 50% of the total basic salary and performance pay.
Basic salary is the annual basic income, which is mainly determined based on factors such as position, responsibility, ability, risk, peer salary, etc., and is paid based on the actual working month.
Performance compensation is an annual floating income, linked to the company's operating performance and personal performance, and is paid in stages according to quarterly and annual assessment cycles. 10% of the performance compensation is paid after the disclosure of the audited annual financial report and performance evaluation.
Medium and long-term incentive income is a reward for the company's medium- and long-term operating goals and individual cumulative contributions, including but not limited to restricted stocks, stock options, employee stock ownership plans or tenure bonuses, etc. The specific plan will be determined separately in accordance with relevant laws, regulations, etc.
4. Other instructions
The above-mentioned salaries and allowances are all pre-tax salaries, and the personal income tax involved will be withheld and paid by the company.
If the company's directors and senior managers leave office due to reasons such as change of term, re-election, resignation during the term, etc., their remuneration will be calculated and paid based on their actual term of office.
In addition to the above-mentioned remuneration plans, the company may adopt medium and long-term incentive measures for the company's directors (except independent directors) and senior managers based on operating conditions and market conditions, including but not limited to equity incentives, employee stock ownership plans, etc. The specific plans will be formulated separately in accordance with relevant laws, regulations and regulatory requirements.
If there are matters not covered in the above plan or are inconsistent with the relevant laws, regulations, departmental rules, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, departmental rules, normative documents and the Articles of Association shall prevail.
5. Review procedure
(1) Review status of the Remuneration and Appraisal Committee
The company held the first meeting of 2026 of the remuneration and assessment committee of the board of directors on June 11, 2026, and reviewed the "Proposal on the Remuneration Plan for Directors for 2026" and the "Proposal on the Remuneration Plan for Senior Management Personnel for 2026". When reviewing the remuneration plan for directors, all members abstained from voting and were directly submitted to the company's board of directors for review. When reviewing the senior management remuneration package, all members unanimously agreed to submit the proposal to the board of directors for review.
(2) Review status of the board of directors
The company held the 20th meeting of the 12th board of directors on June 11, 2026, and reviewed the "Proposal on the Remuneration Plan for Directors for 2026" and the "Proposal on the Remuneration Plan for Senior Management Personnel for 2026". When reviewing the remuneration plan for directors, all directors abstained from voting and were directly submitted to the company's shareholders' meeting for review. When reviewing the senior management remuneration plan, the company's director Dang Guojun abstained from voting on the proposal because he serves as a senior management member of the company, and the remaining directors unanimously agreed to the proposal.
According to regulations, the above-mentioned senior management remuneration plan will take effect from the date of review and approval by the board of directors. The director remuneration plan will not take effect until it is submitted to the company's shareholders' meeting for review and approval.
Announcement is hereby made.
Board of Directors of Hangzhou Tianmushan Pharmaceutical Co., Ltd.
June 12, 2026