Chapter 1 General Principles
Article 1
To standardize the compensation management for directors and senior management of Aidi Te (Qinhuangdao) Technology Co., Ltd. (hereinafter referred to as "the Company"), establish a scientific and effective incentive and restraint mechanism, effectively motivate the enthusiasm and creativity of the Company's directors and senior management, and promote the Company's stable operation and sustainable development, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for the Governance of Listed Companies," and other relevant laws, regulations, normative documents, as well as the provisions of the "Articles of Association of Aidi Te (Qinhuangdao) 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 Company's directors and senior management, specifically including the following personnel:
- Members of the Board of Directors: including independent directors and non-independent directors (including employee representative directors);
- Senior management: including the general manager, deputy general managers, board secretary, financial director, and other personnel recognized by the Articles of Association.
Article 3
The compensation management system for directors and senior management follows the following principles:
- Fairness Principle: Income levels are linked to the Company's scale and performance while considering market compensation levels;
- Unity of Responsibility, Authority, and Interests Principle: Compensation corresponds to the value of the position and the extent of responsibilities;
- Long-term Development Principle: Compensation aligns with the goals of the Company's sustainable and healthy development;
- Balance of Incentives and Constraints Principle: Compensation distribution is linked to assessments, rewards, and penalties, and is connected to the Company's incentive mechanism.
Chapter 2 Compensation Management Organization
Article 4
The Compensation and Assessment Committee of the Board of Directors is responsible for formulating and reviewing the compensation policies, plans, and assessment standards for directors and senior management, and conducting assessments; it is responsible for evaluating whether to initiate performance-based compensation recovery procedures for specific directors and senior management; and it supervises the implementation of the Company's compensation system.
Article 5
The Company's Human Resources Department and Finance Department cooperate with the Compensation and Assessment Committee to conduct performance assessments for non-independent directors and senior management serving within the Company, implement the compensation plans for directors and senior management, and manage the daily distribution of compensation.
Article 6
The compensation plan for directors is proposed by the Compensation and Assessment Committee, reviewed and approved by the Board of Directors, and submitted to the shareholders' meeting for approval. When the Board of Directors or the Compensation and Assessment Committee evaluates or discusses the compensation of an individual director, that director must abstain. The compensation plan for senior management is proposed by the Compensation and Assessment Committee, approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed. If a member of the Board of Directors also serves as senior management, that director must abstain when the Board or the Compensation and Assessment Committee evaluates or discusses their compensation.
Chapter 3 Compensation Standards and Composition
Article 7
Total salary determination mechanism: The Company determines the total salary for directors and senior management based on the previous year's total salary, combined with factors such as the Company's operating performance, individual performance, and future development plans. The compensation for directors and senior management should match their position value, responsibility risks, market compensation levels, Company performance, and individual performance.