Management System for Director and Senior Management Remuneration
Chapter 1 General Provisions
Article 1 To regulate the remuneration management of directors and senior management of Shandong New Beiyang Information Technology Co., Ltd. (hereinafter referred to as the "Company"), effectively motivate the work enthusiasm of directors and senior management, establish a incentive and restraint mechanism adapted to modern corporate systems, maintain the stability of the core management team, and improve the company's operational and management efficiency, this system is formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China," the "Guidelines for Corporate Governance of Listed Companies," and other laws, regulations, and normative documents, as well as the provisions of the Articles of Association of Shandong New Beiyang Information Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation.
Article 2 This system applies to the following personnel: (1) Directors of the Company, including non-independent directors and independent directors; (2) Senior management personnel as stipulated in the "Articles of Association."
Article 3 The remuneration system for directors and senior management of the Company follows the following principles: (1) Principle of fairness: The remuneration level for directors and senior management should be consistent with the company's operating conditions and performance, and should also be in line with the overall remuneration levels of similar positions in the region and industry. (2) Principle of distribution according to work and unity of responsibility, rights, and benefits: The remuneration level for directors and senior management should be consistent with the level of responsibility of their positions, their personal abilities, and their performance appraisal results. (3) Principle of aligning with the company's long-term interests: The remuneration level should be consistent with the goal of the company's sustainable and healthy development. (4) Principle of balancing incentives and restraints: The remuneration payout should be linked to the assessment, reward and punishment, and incentive mechanisms.
Chapter 2 Remuneration Management Organization
Article 4 The remuneration plan for directors and senior management of the Company shall be formulated by the Board of Directors' Remuneration and Appraisal Committee, which shall clarify the basis for remuneration determination and its specific composition. The remuneration plan for directors shall be decided by the shareholders' meeting and disclosed. When the Board of Directors or the Remuneration and Appraisal Committee evaluates or discusses the remuneration of a director, that director shall recuse himself. The remuneration plan for senior management shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 5 Relevant functional departments of the Company shall cooperate with the Board of Directors' Remuneration and Appraisal Committee in the implementation of the remuneration plan for directors and senior management of the Company.