Winking Technology Group Co., Ltd. Directors and Senior Management Remuneration Management System
Chapter 1 General Provisions
Article 1 To further improve the remuneration management system of Winking Technology Group Co., Ltd. (hereinafter referred to as the "Company"), fully mobilize the enthusiasm, initiative, and creativity of the Company's directors and senior management, improve the level of business management, and promote the healthy, stable, and sustainable development of the Company, in accordance with the "Company Law of the People's Republic of China," the "Listing Rules of the Shenzhen Stock Exchange ChiNext Market," and other relevant laws, regulations, normative documents, and the "Articles of Association of Winking Technology Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in combination with the actual situation of the Company, this system is formulated.
Article 2 Personnel applicable to this system include: (1) Members of the Board of Directors: including independent directors and non-independent directors; (2) Senior Management Personnel: including the general manager, deputy general managers, financial controller, and board secretary, as well as other senior management personnel identified by the "Articles of Association."
Article 3 The remuneration of the Company's directors and senior management personnel shall adhere to the following principles: (1) Principle of Long-term Company Interests: It should be consistent with the goal of the Company's sustainable and healthy development, combining short-term and long-term incentives to prevent short-term behavior and promote the Company's sustainable development; (2) Principle of Equal Rights, Responsibilities, and Benefits: The basic salary and remuneration standards shall be determined based on factors such as job position, work performance, contribution size, and responsibilities; (3) Principle of Performance Linkage: Annual remuneration shall be linked to the completion of individual job responsibilities and goals, and combined with the Company's operating performance, annual assessment results, and behavioral norms; (4) Principle of Competition: Emphasis shall be placed on market-oriented compensation. A reasonable remuneration structure and proportion shall be established to maintain the attractiveness and market competitiveness of the Company's remuneration, which is conducive to the Company attracting talent.
Chapter 2 Remuneration Management Organization
Article 4 The remuneration plan for the Company's directors and senior management personnel shall be formulated by the Board of Directors' Remuneration and Assessment Committee, which shall clarify the basis for remuneration determination and its specific composition.
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 Assessment Committee evaluates or discusses the remuneration of a director, that director shall recuse themselves. The remuneration plan for senior management personnel shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Chapter 3 Remuneration Standards and Plans
Article 6 The allowance for independent directors of the Company shall be RMB 120,000 per year (tax inclusive). No other remuneration shall be issued in addition to this. The Company shall bear the travel expenses for independent directors attending board and shareholder meetings, as well as other expenses required for them to exercise their duties in accordance with the "Articles of Association."