Chapter 1 General Provisions
Article 1 To further improve the remuneration management system for directors and senior management of Shenzhen Zowee Technology Co., Ltd. (hereinafter referred to as the "Company"), establish a scientific and effective incentive and restraint mechanism, and in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and other laws, regulations, normative documents, and the "Articles of Association," this system is formulated based on the Company's actual situation.
Article 2 This system applies to the Company's directors and senior management, including the following personnel: (1) Company directors, including independent directors and non-independent directors; (2) Company senior management, including the general manager, deputy general managers, financial controller, board secretary, and other senior management personnel identified in the "Articles of Association."
Article 3 The remuneration management for the Company's directors and senior management shall adhere to the following principles: (1) The principle of distribution according to work, combined with responsibilities, rights, and benefits; (2) The principle of aligning individual income levels with company performance and the market remuneration environment; (3) The principle of clear rewards and punishments, combined with incentives and restraints.
The remuneration of the Company's directors and senior management should be commensurate with market development, matched with the Company's operating performance and individual performance, and coordinated with the Company's sustainable development.
Chapter 2 Remuneration Management Institution
Article 4 The Company's Board Remuneration and Assessment Committee shall be the management institution for the remuneration of directors and senior management. It shall be responsible for formulating and assessing the performance standards for directors and senior management, and for formulating and reviewing the remuneration policies and plans for directors and senior management. It shall make recommendations to the Board of Directors on the following matters: (1) Remuneration of directors and senior management; (2) Formulation or amendment of equity incentive plans, employee stock ownership plans, and the conditions for incentive recipients to obtain rights and exercise rights; (3) Stock ownership plans for directors and senior management in subsidiaries to be spun off; (4) Other matters stipulated by laws, regulations, relevant rules of the exchange, and the "Articles of Association."
If the Board of Directors does not adopt or does not fully adopt the recommendations of the Remuneration and Assessment Committee, the Board of Directors' resolution shall record the opinions of the Remuneration and Assessment Committee and the reasons for not adopting them, and shall be disclosed.
The Board of Directors shall report to the shareholders' meeting on the performance of duties by directors, the results of performance evaluations, and their remuneration, and the Company shall disclose this information.
Article 5 The remuneration plan for directors shall be submitted to the shareholders' meeting for approval after being reviewed by the Board of Directors, and shall be disclosed. When the Board of Directors or the Remuneration and Assessment Committee evaluates a director's performance or discusses their remuneration, that director shall recuse themselves.