Management System for Remuneration of Directors and Senior Management
Chapter 1 General Provisions
Article 1 Sichuan Dawai Technology Co., Ltd. (hereinafter referred to as the "Company") has formulated this system to establish an incentive and restraint mechanism compatible with the modern corporate system, effectively mobilize the enthusiasm and creativity of directors and senior management, improve the level of enterprise management, further enhance the company's efficiency, promote the company's growth, strength, and excellence, and ensure the realization of the company's strategic development goals. This system is formulated in accordance with the "Company Law of the People's Republic of China," the "Code of Corporate Governance for Listed Companies," and other relevant laws and regulations, as well as the "Articles of Association" and the actual situation of the company.
Article 2 This system applies to the following personnel: (1) Directors of the Company; (2) General Manager, Deputy General Manager, Chief Financial Officer, and Secretary of the Board of Directors of the Company; (3) Other personnel identified by the Board of Directors.
Article 3 The remuneration of the Company's directors and senior management shall be determined based on external remuneration survey levels, the company's operating scale, and the company's operating performance, taking into account the company's operating plan, the responsibilities of their respective positions, the value of their positions, and the abilities of the individuals.
Article 4 Remuneration may be adjusted accordingly based on the company's operating and development situation. The basis for adjustment is: (1) Remuneration levels in the same industry; (2) Remuneration levels in the region; (3) Inflation levels; (4) The company's actual operating conditions; (5) Adjustments to organizational structure, positions, and responsibilities. The adjustment plan needs to be reviewed and approved by the Company's Board of Directors and Shareholders' Meeting.
Article 5 The remuneration referred to in this system means the income obtained by the company's directors and senior management before paying individual income tax. Individual income tax shall be withheld and paid by the company in accordance with national tax laws.
Chapter 2 Management Structure and Responsibilities
Article 6 The remuneration system should serve the company's business strategy and be adjusted accordingly to adapt to the company's further development needs as the company's operating conditions change. If the annual salary standards for the company's directors and senior management are not adapted to the company's development, the Remuneration and Assessment Committee of the Board of Directors shall propose a plan, which shall be submitted to the Board of Directors for approval.
Article 7 The remuneration plan for the Company's directors shall be proposed by the Remuneration and Assessment Committee of the Board of Directors and submitted to the Board of Directors for review and approval, and then to the Shareholders' Meeting for approval. When the Board of Directors or the Remuneration and Assessment Committee evaluates or discusses the remuneration of a director, that director shall recuse himself.
Article 8 The remuneration plan for the Company's senior management shall be proposed by the Remuneration and Assessment Committee of the Board of Directors and implemented after being reviewed and approved by the Company's Board of Directors.