Remuneration Management System for Directors and Senior Management of Guizhou Sanli Pharmaceutical Co., Ltd.
Remuneration Management System for Directors and Senior Management
Guizhou Sanli Pharmaceutical Co., Ltd.
Remuneration Management System for Directors and Senior Management
(November 2025)
Article 1 In order to further improve the remuneration management system of directors and senior managers of Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restraint mechanism, effectively mobilize the work enthusiasm of the company's directors and senior managers, improve the company's operating and management efficiency, and promote the company's sustainable and healthy development, in accordance with the "Company Law of the People's Republic of China", the Code of Governance of Listed Companies, the Shanghai Stock Exchange Stock Listing Rules, and the Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 No. - Standardized Operations" and other relevant laws, regulations, normative documents and the "Articles of Association of Guizhou Sanli Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in combination with the actual situation of the company, this system is formulated.
Article 2 This system applies to directors and senior managers specified in the Articles of Association, including: company directors, general manager, deputy general manager, financial director, board secretary, etc.
Article 3 The company’s remuneration system follows the following principles:
(1) The salary level is consistent with the company’s size and performance, and is competitive with the income level of similar positions in the market;
(2) Responsibilities, rights, and interests are equal, and remuneration is consistent with the value of the position and the size of the responsibilities;
(3) The combination of short-term and long-term incentives is consistent with the company’s goal of sustainable and healthy development;
(4) Pay equal attention to incentives and constraints, and link salary payment to assessment, rewards and punishments.
Article 4 The remuneration standards for company directors are as follows:
(1) Independent directors
The remuneration of independent directors is subject to the independent director allowance system, which is reviewed and decided by the company's shareholders' meeting.
(2) Non-independent directors
Non-independent directors who serve as senior managers of the company receive remuneration based on their specific positions in the company;
The remuneration of non-independent directors who concurrently serve as non-senior managers of the company shall be determined based on their specific job responsibilities in the company and their contribution to the development of the company, combined with the company's internal remuneration system;
The remaining non-independent directors who participate in the company's operation and management shall be subject to the provisions of Article 5 of this system based on their responsibilities and contribution. Those who do not participate in the company's operation and management shall not receive directors' remuneration or allowances.
Article 5 The remuneration of senior management personnel consists of two parts: basic salary and performance remuneration.
The basic salary is mainly determined by considering the value, responsibility, ability, market salary market and other factors of the position held.
Performance pay is based on annual target performance results and linked to the company's annual operating performance, of which performance pay accounts for
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In principle, the remuneration management system for directors and senior managers shall not be less than 50% of the total basic remuneration and performance remuneration. The determination and payment of performance remuneration are based on performance evaluation. The performance evaluation plan is formulated by the Remuneration and Appraisal Committee of the Board of Directors and implemented after approval by the Board of Directors. The company should determine a certain proportion of performance-based remuneration for senior managers to be paid after annual report disclosure and performance evaluation. Performance evaluation should be based on audited financial data.
Article 6 If any of the following circumstances occurs, the company will not pay it, and the Remuneration and Appraisal Committee will evaluate whether it is necessary to initiate performance remuneration recovery and deduction procedures for specific directors and senior managers:
(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 major 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 and shareholders' meeting determine serious violations of the company's relevant regulations.
Article 7 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.
Article 8 The Company’s Board of Directors has a Remuneration and Appraisal Committee, which is responsible for formulating remuneration plans and performance evaluation standards for the Company’s directors and senior managers, reviewing the performance of duties by the Company’s directors and senior managers and conducting annual assessments; and responsible for supervising the implementation of the Company’s remuneration system.
Article 9 The remuneration plan for the company's directors proposed by the remuneration and assessment committee must be submitted to the board of directors for approval and submitted to the shareholders' meeting for review and approval before implementation; the remuneration plan for the company's senior managers must be submitted to the board of directors for approval before implementation. When the board of directors or the remuneration and appraisal committee evaluates an individual director or discusses his remuneration, the director shall recuse himself.
Article 10 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.
When a company suffers a loss, it shall specifically explain whether changes in the remuneration of directors and senior managers meet performance linkage requirements at each stage of the review of the remuneration of directors and senior managers.
Article 11 If a company's directors or senior managers violate the obligations of loyalty or diligence stipulated in the Articles of Association and other obligations stipulated in the company's internal management system during their term of office, the board of directors will, in accordance with the provisions of laws, administrative regulations, the Articles of Association, and internal management systems, impose penalties such as deduction of salary or allowance, dismissal from office, etc. The removal of a director must be submitted to the shareholders' meeting for approval.
Article 12 The company's human resources department and relevant functional departments are responsible for implementing the remuneration plan for the company's directors and senior managers reviewed and approved by the shareholders' meeting and the board of directors.
Article 13 The remuneration and allowances of directors and senior managers include personal income tax, which is calculated by the company according to
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Fulfill the withholding and payment obligations in accordance with the relevant provisions of the remuneration management system for directors and senior managers.
Article 14 The remuneration plan for the company’s directors and senior managers should serve the company’s business strategy and be adjusted accordingly as the company’s operating conditions continue to change.
Article 15 The remuneration of directors and senior managers stipulated in this system does not include equity incentive plans, employee stock ownership plans, etc.
Article 16 If any matter is not covered in this system, or this system conflicts with laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, or the provisions of the Articles of Association, the laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the provisions of the Articles of Association shall be implemented.
Article 17 This system shall take effect and be implemented from the date of review and approval by the company's shareholders' meeting, and the same shall apply when it is modified.
Article 18 The company’s board of directors is responsible for interpreting this system.
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