Chapter 1 General Principles
Article 1
To further improve the compensation management for directors and senior management of Zhiou Home Technology Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific, effective, and reasonable incentive and restraint mechanism, fully mobilize the work enthusiasm of the Company's directors and senior management, and promote the sustainable and healthy development of the Company, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 for GEM Listed Companies, the Code of Corporate Governance for Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Zhiou Home Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
This system applies to the following personnel:
- Directors, including non-independent directors and independent directors;
- Senior management personnel, including the general manager, deputy general managers, board secretary, financial director, and other senior management personnel as stipulated in the Articles of Association.
Article 3
The compensation management for the Company's directors and senior management shall adhere to the following principles:
- Legality and Compliance Principle: Comply with national laws, regulations, normative documents, and regulatory requirements.
- Balance of Incentives and Constraints Principle: Compensation levels are closely linked to the Company's operational performance, individual performance, and the responsibilities and risks undertaken.
- Combination of Short-term and Long-term Principle: Establish a compensation structure that combines basic salary, performance pay, and medium to long-term incentive income to promote sustainable development of the Company.
- Fairness and Transparency Principle: The formulation, review, approval, execution, and information disclosure of compensation plans should be standardized and transparent.
Chapter 2 Management Institutions
Article 4
The Company's shareholders' meeting is responsible for reviewing and approving the compensation plan for directors; the compensation plan for senior management personnel is approved by the board of directors and reported to the shareholders' meeting. Relevant compensation plans shall be fully disclosed in accordance with laws and regulations.
Article 5
The Compensation and Assessment Committee of the Company's board of directors is a specialized working body responsible for formulating assessment standards for directors and senior management, conducting assessments, and formulating and reviewing compensation policies and plans for directors and senior management. It shall provide recommendations to the board of directors on the following matters:
- Compensation for directors and senior management;
- Formulation or modification of equity incentive plans, employee stock ownership plans, and the conditions for the achievement of authorized benefits and rights for incentive objects;
- Plans for stock ownership arrangements for directors and senior management in proposed spin-off subsidiaries;
- Other matters as stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and