Tebao Biotech: Remuneration Management System for Directors and Senior Management (December 2025)

Xiamen Tebao Bioengineering Co., Ltd. Remuneration Management System for Directors and Senior Management

Xiamen Tebao Bioengineering Co., Ltd.

Remuneration Management System for Directors and Senior Management

Chapter 1 General Provisions

Article 1 In order to further improve the salary management system of directors and senior managers of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of the company's directors and senior managers, create better economic benefits for the company, and promote the company's sustainable and healthy development. This system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Code of Governance of Listed Companies and other relevant laws and regulations, as well as the Articles of Association of Xiamen Tebao Bioengineering Co., Ltd. and in combination with the actual situation of the company.

Article 2 This system is applicable to all directors (including non-independent directors and independent directors) and senior managers (including general manager, deputy general manager, financial controller, secretary to the board of directors and other personnel appointed by the board of directors) of the company.

Article 3 The remuneration distribution of the company’s directors and senior managers mainly follows the following principles:

(1) Use the relative value of the position in the company as the main basis for determining remuneration;

(2) The salary level should be consistent with market development, the company's operating performance and personal value creation, and the value of special human capital should be reflected in the distribution;

(3) In line with the principle of long-term development of the company, the overall remuneration level is coordinated with the sustainable development of the company;

(4) Pay equal attention to the principle of incentives and constraints, and link salary payment to assessment, and to rewards and punishments.

Chapter 2 Remuneration Management Organization

Article 4 The Remuneration and Appraisal Committee of the Company's Board of Directors, under the authorization of the Board of Directors, is responsible for formulating the remuneration standards for directors and senior managers, conducting assessments and evaluations thereof, and supervising the implementation of the remuneration system. The company's human resources center and financial center cooperate with the remuneration and assessment committee of the board of directors to implement the remuneration plan.

Article 5 The remuneration plan for the company’s directors shall be decided by the shareholders’ meeting after being approved by the board of directors. 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 remuneration distribution plan for the company's senior management personnel will be implemented after being reviewed and approved by the company's board of directors, explained to the shareholders' meeting, and fully disclosed.

Xiamen Tebao Bioengineering Co., Ltd. Remuneration Management System for Directors and Senior Management

Chapter 3 Composition and Determination of Remuneration

Article 6 Independent directors and non-independent directors who do not hold specific positions in the company receive fixed allowances. The standard and payment form of the allowance shall be formulated by the board of directors, reviewed and approved by the shareholders' meeting, and disclosed in the company's annual report.

In addition to receiving the above-mentioned allowances, independent directors shall not obtain other benefits from the company, its major shareholders, actual controllers or interested units and personnel.

Article 7 The remuneration of non-independent directors and senior managers who hold specific positions in the company shall be based on their other concurrent positions, and they shall receive corresponding remuneration and enjoy welfare benefits in accordance with the company's remuneration management system. The remuneration of the above-mentioned personnel consists of basic salary, performance salary and medium and long-term incentive income, among which:

(1) The basic salary is comprehensively determined based on factors such as job responsibilities, abilities and experience.

(2) Performance remuneration is determined based on the actual operating conditions of the company that year and individual work performance evaluation results.

(3) The company can formulate medium and long-term incentive plans such as equity incentives and employee stock ownership plans based on operating conditions and market changes.

Any person who holds two or more positions in the company or its subsidiaries shall receive remuneration and enjoy corresponding benefits based on the position with the highest remuneration standard held by the person, and shall not receive repeated remuneration or enjoy repeated benefits because he holds two or more positions at the same time.

Article 8 If the allowances enjoyed by independent directors and non-independent directors who do not hold specific positions in the company have not changed after being reviewed and approved by the shareholders' meeting, they do not need to be resubmitted to the board of directors and shareholders' meeting for approval.

Article 9 The reasonable expenses incurred by the company’s directors and senior managers in performing their duties and participating in training in accordance with the Company Law, Articles of Association and other relevant provisions shall be borne by the company.

Article 10 The determination and payment of performance-based remuneration and medium- and long-term incentive income for company directors and senior managers shall be based on performance evaluation.

Chapter 4 Payment and Management of Salary

Article 11 The allowances for independent directors and non-independent directors who do not hold specific positions in the company are paid monthly, and the company withholds personal income tax in accordance with relevant regulations of the state and the company.

Article 12 The basic remuneration of non-independent directors and senior managers who hold specific positions in the company is paid on a monthly basis, and performance remuneration is paid after the end of the accounting year based on the assessment results.

Xiamen Tebao Bioengineering Co., Ltd. Remuneration Management System for Directors and Senior Management

Article 13 The following taxes and fees levied by government departments from individuals shall be withheld and paid by the company from the individual's basic salary and performance remuneration in accordance with relevant regulations:

(1) Personal income tax;

(2) Various social insurance fees and other portions borne by individuals;

(3) Other amounts stipulated by the state or the company that should be borne by individuals.

Article 14 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., they shall be issued according to the relevant provisions of the company's salary management system.

Article 15 The company's salary system serves the business strategy and is adjusted accordingly as the operating conditions change to ensure the company's sustainable development.

Article 16 If there is an overpayment of salary due to the company's calculation error or business fault, the overpayment can be directly deducted from the subsequent payment; if there is an underpayment or omission of salary, the underpayment or omission can be repaid in the subsequent payment.

Article 17 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.

Article 18 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, misappropriation of funds, illegal guarantees and other illegal activities, the company shall 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.

Article 19 If the company's directors or senior managers use fraud or other illegal means to defraud performance-based remuneration, they will immediately recover the full amount once discovered, and the company will hold the relevant responsible persons legally responsible.

Chapter 5 Supplementary Provisions

Article 20 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the company's articles of association. If this system is inconsistent with the relevant provisions of relevant laws, regulations, normative documents and the company's articles of association, the provisions of the relevant laws, regulations, normative documents and the company's articles of association shall prevail.

Article 21 The company’s board of directors is responsible for interpreting this system.

Article 22 This system shall come into effect upon review and approval by the shareholders' meeting, and the same shall apply when it is modified.