Shenzhen Topband Co., Ltd. Compensation Management System for Directors and Senior Management (June 2026)
Chapter 1 General Provisions
Article 1 To establish a mechanism for incentive and restraint that is compatible with the modern corporate system, effectively motivate directors and senior management (hereinafter referred to as "Directors and Senior Management") to enhance their work enthusiasm and improve the company's operational management efficiency, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Corporate Governance Guidelines for Listed Companies," and other relevant laws, regulations, departmental rules, normative documents, and the "Articles of Association of Shenzhen Topband Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the company's actual situation, this Compensation Management System is hereby formulated.
Article 2 This System applies to: (I) Directors and Senior Management within the company, including:
- Chairman of the Board;
- General Manager, Deputy General Manager;
- Directors serving as heads of subsidiaries or business units;
- Chief Financial Officer, Secretary of the Board;
- Other personnel identified by the Board of Directors. (II) External Directors, meaning directors who are not employed by the company and do not directly participate in operational management. (III) Independent Directors.
Article 3 The compensation of the company's Directors and Senior Management shall be determined based on the company's scale and performance, taking into comprehensive consideration the company's operational plan and the responsibilities and objectives of their respective roles.
Article 4 The determination of compensation for the company's Directors and Senior Management shall adhere to the following principles: (I) Adhere to the principle of distribution according to work and the integration of responsibilities, rights, and benefits, creating differentiation and eliminating egalitarianism; (II) Implement a system where income levels match operational performance and individual performance, are adapted to market development, and are coordinated with the company's sustainable development; (III) Formulate compensation with the principle of aligning with the company's long-term development, minimizing short-term behavior, and ensuring the company's long-term stable development; (IV) Compensation standards shall be based on the principles of openness, fairness, and impartiality, taking into account operational scale, performance targets, and work capabilities, to strengthen incentives and restraints while conforming to the company's actual situation.
Chapter 2 Management Structure
Article 5 The Board of Directors' Compensation and Assessment Committee is the management body responsible for assessing Directors and Senior Management and determining their compensation. It is responsible for formulating assessment standards for Directors and Senior Management, conducting assessments, formulating the company's compensation policies and plans for Directors and Senior Management, clarifying the basis and specific composition of compensation determination, and verifying the implementation of the compensation plans for Directors and Senior Management.
Article 6 The compensation plan for Directors shall be decided by the Shareholders' Meeting and disclosed. Any Director whose remuneration is being evaluated or discussed by the Board or the Compensation and Assessment Committee shall recuse themselves. The compensation plan for Senior Management shall be approved by the Board of Directors, explained to the Shareholders' Meeting, and fully disclosed.
Article 7 Relevant functional departments of the company shall cooperate with the Compensation and Assessment Committee in the specific implementation of the compensation plans for the company's Directors and Senior Management.
Chapter 3 Composition and Determination of Compensation