Jimin Health Management Co., Ltd. "Remuneration Management System for Directors and Senior Management"
Chapter 1 General Provisions
Article 1 In order to further improve the salary management of directors and senior managers of Jimin Health Management Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and reasonable incentive and restraint mechanism, mobilize the enthusiasm of the company's directors and senior managers, and promote the healthy, sustainable and stable development of the company. The company has formulated this system in accordance with the relevant provisions of the "Company Law of the People's Republic of China", the "Code of Governance of Listed Companies" and other laws, regulations, normative documents and the "Articles of Association of Jimin Health Management Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the company.
Article 2 This system applies to the directors and senior managers of the company as stipulated in the Articles of Association.
Article 3 The company’s remuneration management system for directors and senior managers shall follow the following principles:
(1) The salary level should be consistent with the company’s size and performance;
(2) The principle of unity of responsibilities, rights and interests;
(3) Give priority to performance and take into account the principle of fairness;
(4) Principle of sustainable development.
Chapter 2 Remuneration Management Organization
Article 4 The Company’s Board of Directors shall establish a Remuneration and Appraisal Committee, which shall be responsible for formulating and conducting assessment standards for the Company’s directors and senior managers, and shall be responsible for formulating and reviewing the remuneration policies and plans for the Company’s directors and senior managers.
Article 5 The company's board of directors is responsible for reviewing the remuneration of senior managers; the company's shareholders' meeting is responsible for reviewing the remuneration of directors.
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 Standards
Article 7 Based on the nature of the work of directors and the responsibilities, risks, pressures, etc. they bear, the following remuneration standards are determined:
(1) Internal directors: Internal directors who concurrently serve as senior managers of the company shall be paid according to the salary standards for senior managers; other internal directors shall receive remuneration according to the company’s relevant salary management system based on their specific positions in the company; the company will no longer pay separate director allowances to internal directors.
(2) Outside directors: receive directors’ allowances according to the remuneration plan reviewed and approved by the shareholders’ meeting. The allowance is paid monthly.
(3) Independent directors: receive independent director allowances according to the remuneration plan reviewed and approved by the shareholders' meeting. The allowance is paid monthly.
Article 8 The remuneration of the company's senior managers consists of basic salary and performance remuneration, and the annual salary level is linked to their responsibilities, risks and operating performance.
(1) The basic salary is determined based on the business management position held by the company, the value of the position, the responsibilities assumed, etc., and is paid on a monthly basis;
(2) Performance compensation is based on the company's business objectives and the completion of individual performance assessment indicators, and is paid annually based on the assessment results.
Article 9 In accordance with relevant laws, regulations and incentive needs, the company may implement medium- and long-term incentives for core employees, including directors and senior managers, through restricted stocks, options, employee stock ownership plans, etc.
Chapter 4 Salary Payment
Article 10 The remuneration and allowances of the company’s directors and senior managers shall be paid in accordance with the company’s salary system.
Article 11 The company shall withhold and pay personal income tax on the remuneration of the company's directors and senior managers in accordance with relevant national regulations.
Article 12 If a company's directors or senior managers leave office due to reasons such as change of term, re-election, resignation during the term, etc., their remuneration shall be calculated and paid based on their actual term of office and actual performance. However, the company may reduce or withhold payment if any of the following circumstances occurs:
(1) Serious dereliction of duty or abuse of power;
(2) Being publicly reprimanded by the China Securities Regulatory Commission or the Shanghai Stock Exchange due to serious violations of laws and regulations, declared unfit to serve as a relevant candidate for a listed company, or punished by the competent authorities of securities and other departments;
(3) Seriously harming the interests of the company;
(4) Other circumstances in which the company's board of directors determines that there has been a serious violation of the company's relevant regulations
Article 13 The company implements a accountability system for internal directors and senior managers. For those who cause heavy losses to the company's assets or fail to complete business and management objectives due to incompetent work, management dereliction, or decision-making errors, the company will, depending on the size of the loss and the severity of the responsibility, impose a notice of criticism, financial penalties, sanctions, or dismissal from the position.
Chapter 5 Salary Adjustment
Article 14 The remuneration 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. The basis for adjustment includes but is not limited to: adjustments to the company's operating conditions, organizational structure, and job responsibilities; salary levels in the same industry, inflation levels, etc.
Chapter 6 Supplementary Provisions
Article 15 Matters not covered by this system shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the Articles of Association. If this system conflicts with laws, administrative regulations, normative documents and the Articles of Association, the laws, administrative regulations, normative documents and the Articles of Association shall prevail.
Article 16 The company's board of directors is responsible for formulating, revising and interpreting this system.
Article 17 This system shall take effect from the date of review and approval by the company's shareholders' meeting.