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三旺通信: 深圳市三旺通信股份有限公司董事、高级管理人员薪酬管理制度

Core Points - The document outlines the compensation management system for the board of directors and senior management of Shenzhen Sanwang Communication Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance work motivation and company performance [1][2] - The compensation structure is linked to the company's operational performance, ensuring alignment with market value and long-term interests [1][4] Group 1: General Principles - The compensation system is designed to reflect the company's scale and performance while being competitive with external compensation levels [1] - It emphasizes the principle of equal responsibility, authority, and benefits, ensuring that compensation corresponds to the value of the position and the level of responsibility [1] - The system aims to balance incentives and constraints, linking compensation to performance evaluations and rewards [1] Group 2: Management Structure - The board of directors has established a Compensation and Assessment Committee responsible for setting evaluation standards and compensation decision-making processes [2] - Various departments, including talent development, finance, and securities affairs, will assist the Compensation and Assessment Committee in implementing compensation plans [2] - Compensation plans for senior management require approval from the board of directors, while those for directors also need shareholder approval [2] Group 3: Compensation Composition and Standards - Independent directors receive a fixed allowance, while non-independent directors' compensation is based on their specific roles and responsibilities [2] - Senior management compensation consists of a base salary, annual performance bonuses, special rewards, and other benefits [2] - The base salary is the fundamental remuneration for fulfilling job responsibilities, while performance bonuses are tied to the achievement of annual operational goals [2] Group 4: Compensation Payment - Independent directors' allowances are paid quarterly, while directors and senior management receive monthly salaries and performance bonuses based on assessment cycles [4] - All compensation and allowances are pre-tax income, with the company responsible for withholding personal income tax [4] - Upon resignation or term changes, performance bonuses are calculated based on actual tenure and performance [4] Group 5: Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [5] - Adjustments are based on industry salary trends, inflation levels, company profitability, strategic changes, and individual role changes [5] Group 6: Supplementary Provisions - Any matters not covered by the system will follow relevant national laws and regulations, as well as the company's articles of association [5] - The system will take effect upon approval by the company's shareholders and is subject to interpretation and revision by the board of directors [5]