Chapter 1 General Provisions
Article 1 To further improve the remuneration management of directors and senior management of Tianyu Digital Technology Group 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 management, and promote the sustained, stable, and healthy development of the Company, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and other laws and regulations, and the "Articles of Association of Tianyu Digital Technology Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the actual situation of the Company, this system is formulated.
Article 2 This system applies to the following personnel: (1) Members of the Board of Directors: including non-independent directors and independent directors; (2) Senior management personnel: including the General Manager, Deputy General Managers, Secretary of the Board of Directors, and Chief Financial Officer appointed by the Board of Directors, as well as other senior management personnel appointed by the Board of Directors.
Article 3 This system follows the following principles: (1) Principle of fairness and reasonableness: The remuneration level is in line with the Company's industry, performance, and market development, and is competitive within the industry; (2) Principle of unity of "responsibility, rights, and interests": The remuneration level shall correspond to the management responsibilities, powers, abilities, and contributions undertaken; (3) Principle of long-term development: Remuneration shall be consistent with the Company's long-term interests and the goal of sustained and healthy development; (4) Principle of equal emphasis on incentives and restraints: Remuneration payment shall be linked to performance appraisal, rewards and punishments, and the Company's incentive mechanism.
Chapter 2 Management Institutions and Responsibilities
Article 4 The Remuneration and Appraisal Committee of the Board of Directors of the Company shall be responsible for formulating the assessment standards for directors and senior management personnel and conducting assessments, formulating and reviewing the remuneration policies and plans for directors and senior management personnel, and making recommendations to the Board of Directors on the following matters: (1) Remuneration of directors and senior management personnel; (2) Formulation or amendment of share incentive plans, employee stock ownership plans, and the achievement of equity incentives for the対象; (3) Shareholding plans for directors and senior management personnel in subsidiaries to be spun off; (4) Other matters stipulated by laws, administrative regulations, regulations of the China Securities Regulatory Commission, and the "Articles of Association."