Guangdong Advertising Group Co., Ltd. Management Measures for Remuneration and Performance of Directors and Senior Management (June 2026)
Chapter 1 General Provisions
Article 1 To further improve the remuneration and performance management mechanism for directors and senior management of Guangdong Advertising Group Co., Ltd. (hereinafter referred to as the "Company"), fully mobilize the enthusiasm and creativity of directors and senior management, and in accordance with the "Company Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association," combined with the actual situation of the Company, these Measures are hereby formulated.
Article 2 This Measure applies to the following personnel: (1) Directors, including independent directors, non-independent directors (including employee representative directors); (2) Senior management personnel, including the General Manager, Deputy General Managers, Chief Financial Officer, Secretary of the Board of Directors, and other senior management personnel stipulated in the "Articles of Association," as well as other personnel appointed by the Company in accordance with the standards for senior management personnel through procedures. If the applicable person holds two or more positions in the Company, the remuneration standard shall be based on the higher of the determined annual salary base corresponding to the positions held.
Article 3 The remuneration and performance management of the Company's directors and senior management shall adhere to the following principles: (1) Adhere to the Company's total payroll determination mechanism; (2) Remuneration shall be compatible with market development, matched with the Company's operating performance and individual performance, and coordinated with the Company's sustainable development; (3) Distribution according to work, combining responsibilities, rights, and benefits; (4) Fair standards, open procedures, and just distribution; (5) Remuneration shall be linked to assessment, rewards, and punishments, reasonably widening the income distribution gap; (6) Performance appraisal shall be linked to the Company's strategic planning and annual goals, adhering to the principle of scientific and reasonable evaluation of performance contributions.
Chapter 2 Management Structure
Article 4 The Remuneration and Performance Appraisal Committee of the Board of Directors shall be responsible for formulating the performance standards for directors and senior management and organizing performance appraisals, as well as formulating and reviewing the remuneration policies and distribution plans for directors and senior management.
Article 5 The remuneration plan for directors shall be decided by the shareholders' meeting and disclosed. When the Board of Directors or the Remuneration and Performance Appraisal Committee evaluates a director's performance or discusses their remuneration, the director shall recuse themselves. The remuneration plan for senior management shall be decided by the Board of Directors, explained to the shareholders' meeting, and disclosed.