Chapter 1 General Principles
Article 1
To further improve the compensation management system for directors and senior management of Shenzhen Keri Technology Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, effectively motivate the work enthusiasm of the Company's directors and senior management, enhance the operational management efficiency of the Company, and promote the sustainable and healthy development of the Company, this system is formulated in accordance with the relevant laws, regulations, normative documents such as the "Company Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange," and the provisions of the "Articles of Association of Shenzhen Keri Technology Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the following personnel:
- Directors, including non-independent directors (both internal and external directors), independent directors, and employee representative directors;
- Senior management personnel, including the general manager, deputy general managers, board secretary, financial officer, and other senior management personnel appointed by the board of directors.
Article 3
The compensation management for the Company's directors and senior management shall adhere to the following principles:
- Principle of openness, fairness, and transparency, determined with reference to the current actual income level, which should strengthen the incentive and restraint mechanism while aligning with the actual situation of the enterprise;
- Principle of unity of responsibility, authority, and interests, reflecting the correspondence between compensation and the value of the position and the extent of responsibilities;
- Principle of long-term development, reflecting the alignment of compensation with the goals of the Company's sustainable and healthy development;
- Principle of balancing incentives and restraints, reflecting the linkage between compensation distribution and assessment, rewards and penalties, and incentive mechanisms.
Chapter 2 Compensation Management Organization
Article 4
The shareholders' meeting of the Company is responsible for reviewing the compensation or allowances of directors, while the board of directors is responsible for reviewing the compensation of senior management personnel.
Article 5
The Compensation and Assessment Committee of the board of directors, authorized by the board, is responsible for formulating the compensation plans for the Company's directors and senior management; reviewing the performance of the Company's directors and senior management and conducting annual assessments; and supervising the implementation of the Company's compensation system. The compensation plan for directors shall be approved by the board of directors and decided by the shareholders' meeting, and disclosed accordingly. When the board or the Compensation and Assessment Committee evaluates or discusses the compensation of an individual director, that director shall recuse themselves. The compensation plan for senior management personnel shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.