Guangdong Aofei Data Technology Co., Ltd. Compensation Management System for Directors and Senior Management
Chapter 1 General Principles
Article 1 To further improve the management level of Guangdong Aofei Data Technology Co., Ltd. (hereinafter referred to as the "Company"), fully mobilize the enthusiasm and creativity of directors and senior management, establish and improve the incentive and restraint mechanism, and create greater benefits for the Company and shareholders, in accordance with the principles of equal responsibility, rights, and benefits, and in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and the "Articles of Association of Guangdong Aofei Data Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and based on full consideration of the Company's development strategy, actual situation, and industry characteristics, this system is formulated.
Article 2 For the purposes of this system, directors refer to all incumbent members of the Company's board of directors during the period this system is in effect; senior management personnel refer to the general manager, deputy general managers, financial controller, board secretary, and other personnel stipulated in the "Articles of Association."
Article 3 The compensation of directors and senior management personnel shall follow the following principles: (1) The principle of equal responsibility, rights, and benefits, and compensation based on performance; (2) The principle that the compensation level is consistent with the Company's scale and performance, and also consistent with external compensation levels; (3) The principle of aligning with the Company's long-term interests and the goal of sustainable healthy development; (4) The principle of balancing incentives and restraints, and equal rewards and punishments.
Chapter 2 Compensation Management Organization
Article 4 The Compensation and Remuneration Committee of the Board of Directors is responsible for formulating and reviewing the compensation policies and plans for the Company's directors and senior management personnel; it is responsible for formulating and implementing assessment standards for directors and senior management personnel; and it is responsible for supervising the implementation of the Company's compensation system. The Compensation and Remuneration Committee of the Board of Directors shall submit proposals to the Board of Directors on the following matters: (1) Compensation of directors and senior management personnel; (2) Formulation or amendment of equity incentive plans and employee stock ownership plans, and the conditions for incentive recipients to obtain authorization and exercise rights; (3) Arrangements for directors and senior management personnel to hold shares in subsidiaries to be spun off; (4) Other matters stipulated by laws and regulations, the Shenzhen Stock Exchange, and the "Articles of Association."
If the Board of Directors does not adopt or does not fully adopt the proposals of the Compensation and Remuneration Committee, the board resolution shall record the opinions of the Compensation and Remuneration Committee and the reasons for non-adoption, and disclose them.