OK Technology Co., Ltd.
Board of Directors and Senior Management Compensation Management System
(Amended in April 2026)
Chapter 1 General Principles
Article 1 In order to further improve the compensation management of the Board of Directors and senior management of OK Technology Co., Ltd. (hereinafter referred to as "the Company"), establish an effective incentive and restraint mechanism, effectively motivate the work enthusiasm of the Company's directors and senior management, enhance the level of corporate management, and promote the growth of corporate benefits, this system is formulated in accordance with the provisions of the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association" of the Company, combined with the actual situation of the Company.
Article 2 This system applies to the directors (including employee representative directors, hereinafter the same) and senior management as stipulated in the "Articles of Association."
Article 3 The compensation management for the Company's directors and senior management shall adhere to the following principles:
(1) Fairness and Performance Matching Principle: Reflecting that income levels are consistent with the Company's scale and performance, while also considering market compensation levels;
(2) Unity of Responsibility, Authority, and Interests Principle: Reflecting that compensation corresponds to the value of the position and the extent of responsibilities undertaken;
(3) Long-term Development Principle: Reflecting that compensation aligns with the goals of the Company's sustainable and healthy development;
(4) Balance of Incentives and Constraints Principle: Reflecting that compensation distribution is linked to assessment, rewards, and penalties, and is connected to the Company's incentive mechanism.
Chapter 2 Compensation Management Organization
Article 4 The Compensation and Assessment Committee of the Board of Directors is responsible for formulating the compensation management system for the Company's directors and senior management, which shall be submitted to the Board of Directors for approval.
Article 5 The Compensation and Assessment Committee of the Board of Directors, under the authorization of the Board, is responsible for formulating the compensation standards and plans for the Company's directors and senior management; responsible for reviewing the performance of the Company's directors and senior management in fulfilling their duties and conducting annual assessments; responsible for supervising the implementation of the Company's compensation management system. When the Board of Directors or the Compensation and Assessment Committee discusses the evaluation or compensation of individual directors, the concerned director shall abstain.
The compensation plans for senior management shall be approved by the Board of Directors, explained to the shareholders' meeting, and disclosed.
Article 6 The Company's Human Resources Department and Finance Department shall cooperate with the Compensation and Assessment Committee to implement this system.
Chapter 3 Compensation Standards and Assessment
Article 7 The compensation structure for the Company's directors and senior management includes basic compensation and performance compensation. The compensation for directors and senior management is matched with the Company's operational performance and individual performance, and coordinated with the Company's sustainable development. Basic compensation is determined based on industry compensation levels, job responsibilities, and performance; performance compensation is based on basic compensation and determined according to the Company's operational situation and individual year-end assessment results, with the performance compensation proportionally not less than 50% of the total of basic and performance compensation.
Article 8 Independent directors receive compensation in the form of a fixed allowance from the Company, set at 75,000 yuan/year (tax included). Reasonable expenses incurred by independent directors in the performance of their duties shall be borne by the Company.
Directors who concurrently hold other positions in the Company, if their position compensation exceeds the above standard, shall receive the corresponding compensation for their position; internal directors who also serve as senior management shall receive compensation as senior management. The above two categories of personnel shall not receive separate director compensation.
Article 9 The Company may implement equity incentive plans, employee stock ownership plans, etc., to incentivize directors and senior management, with the main principles of incentives based on the degree of fulfillment of corresponding job responsibilities, annual operational goals, personal performance indicators, and other relevant indicators. Related matters shall be determined in accordance with relevant laws and regulations.
Article 10 The Compensation and Assessment Committee of the Company is responsible for establishing an assessment execution team primarily composed of the Human Resources Department and Finance Department, which shall conduct performance assessments for the aforementioned personnel based on the actual operational performance of the Company during the assessment period and individual work completion status according to the assessment system after each assessment cycle ends.
If the Company incurs losses, it shall specifically explain whether the changes in director compensation meet the performance linkage requirements during each stage of the director compensation review.
If the Company transitions from profit to loss or if losses expand compared to the previous accounting year, and the average performance compensation for directors and senior management does not decrease accordingly, the reasons shall be disclosed.
Chapter 4 Compensation Distribution, Suspension, and Recovery