[Temporary Announcement] Audiway: Working Rules of the Remuneration and Assessment Committee of the Board of Directors (Draft) (Applicable after the issuance and listing of H shares)
Securities code: 920491 Securities abbreviation: Audiway Announcement number: 2026-082
Guangdong Audiway Sensing Technology Co., Ltd.
Working Rules of the Remuneration and Appraisal Committee of the Board of Directors (Draft) (Applicable after the issuance and listing of H shares)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system was reviewed and approved at the 30th meeting of the company’s fourth session of the board of directors held on September 22, 2026. It does not need to be submitted to the company’s shareholders’ meeting for review. It will be effective from the date when the H shares issued by the company are listed on the Stock Exchange of Hong Kong Limited.
2. List the main contents of the system in chapters:
Guangdong Audiway Sensing Technology Co., Ltd.
Working Rules of the Remuneration and Appraisal Committee of the Board of Directors (Draft)
Chapter 1 General Provisions
Article 1 In order to establish and improve the performance appraisal and evaluation system for the directors (referring to internal directors, the same below) and senior managers (hereinafter referred to as "senior managers") of Guangdong Odway Sensing Technology Co., Ltd. (hereinafter referred to as the "Company") and formulate a scientific and effective salary management system, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Code of Governance of Listed Companies, and the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), the Articles of Association of Guangdong Odway Sensing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company's board of directors established the Board Remuneration and Assessment Committee (hereinafter referred to as the "Remuneration and Assessment Committee") and formulated these working rules.
Article 2 The Remuneration and Appraisal Committee is a specialized working organization under the Board of Directors. It is mainly responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration decision-making mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers. The Remuneration and Appraisal Committee is responsible to the Board of Directors.
Directors as mentioned in these work rules refer to the chairman and directors who receive remuneration from the company, and senior management personnel refer to the company’s general manager, deputy general manager, financial controller, board secretary and other personnel specified in the company’s articles of association.
Article 3 Members of the Remuneration and Appraisal Committee shall be bound by these working rules.
Chapter 2 Personnel Composition
Article 4 The members of the Remuneration and Appraisal Committee shall be composed of three directors, of which the majority shall be independent directors.
Article 5 Members of the Remuneration and Assessment Committee shall be nominated by the chairman of the board, more than half of the independent directors, or more than one-third of all directors, and shall be elected by more than half of the board of directors.
Article 6 The Remuneration and Appraisal Committee shall have a chairman (convener), who shall be an independent director member and shall be elected by the board of directors within the scope of the committee members. The Chairman is responsible for convening and presiding over meetings of the Remuneration and Appraisal Committee.
If the chairman is unable or unable to perform his duties, he shall designate another member to perform his duties. If the chairman neither performs his duties nor appoints another member to perform his duties, any member may report the relevant situation to the company's board of directors, and the company's board of directors shall designate a member to perform the duties of the chairman.
Article 7 The term of office of the Remuneration and Appraisal Committee shall be consistent with the term of the board of directors of the same session, and each term shall not exceed three years. When a member's term expires, he or she may be re-elected. Before the expiration of the term of a member of the Remuneration and Appraisal Committee, a member of the Remuneration and Appraisal Committee shall not be dismissed without reason unless there are circumstances prohibiting him from holding office as stipulated in the Company Law, the Articles of Association or these Working Rules.
During this period, if any member ceases to serve as a director of the company due to resignation or other reasons, he will automatically lose his qualifications as a member of the Remuneration and Appraisal Committee when he ceases to serve as a director. The board of directors will replenish the number of members in accordance with the company's articles of association and these working rules.
When the number of members is less than the number specified in Article 4 of these working rules due to resignation, removal or other reasons, the company's board of directors shall elect new members as soon as possible. If the resignation of a member of the Remuneration and Appraisal Committee results in the number of members of the Remuneration and Appraisal Committee falling below the legal minimum number, the original members shall continue to perform their duties until new members take office.
Chapter 3 Responsibilities and Permissions
Article 8 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, and formulating and reviewing remuneration policies and plans for directors and senior managers. Its main responsibilities and authorities are:
(1) Formulate remuneration and evaluation plans based on the work content, responsibilities, importance of the positions of directors and senior executives and the salary levels of similar positions in the same industry. The remuneration and evaluation plans include but are not limited to remuneration policies and structures; performance evaluation standards, evaluation procedures, evaluation methods; main standards for rewards and punishments and related systems, etc.;
(2) Review the performance reports submitted by the company's directors and senior executives, and conduct performance appraisals on the performance of the company's directors and senior executives' duties;
(3) Supervise the implementation of the company’s remuneration system and resolutions;
(4) Propose suggestions and plans for incentive plans for directors and senior executives;
(5) Other matters authorized by the board of directors.
Article 9 The Remuneration and Assessment Committee of the Company’s Board of Directors shall make recommendations to the Board of Directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulate or change equity incentive plans and employee stock ownership plans, review the conditions for granting rights and exercising rights to incentive objects, and review and/or approve matters related to share plans mentioned in Chapter 17 of the Hong Kong Listing Rules;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association. If the board of directors fails to adopt the recommendations of the remuneration and appraisal committee or does not fully adopt them, it shall record the opinions of the remuneration and appraisal committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Article 10 The remuneration plan for the company’s directors proposed by the Remuneration and Appraisal Committee must be approved by the Board of Directors and submitted to the shareholders’ meeting for review and approval before implementation; the remuneration plan for senior executives proposed by the Remuneration and Appraisal Committee must be submitted to the Board of Directors for approval before implementation.
The evaluation plan for the company's directors proposed by the Remuneration and Appraisal Committee, after being approved by the Board of Directors, can be used as a basis for the shareholders' meeting to consider whether to re-appoint directors; the evaluation plan for senior executives proposed by the Remuneration and Appraisal Committee can be used as a basis for the Board of Directors to decide whether to re-appoint senior executives.
Chapter 4 Rules of Procedure
Article 11 Meetings of the Remuneration and Appraisal Committee shall be convened on the proposal of the members as needed, and shall be convened and presided over by the chairman (convener). A meeting shall be convened when two or more members propose it, or when the convener deems it necessary.
The Chairman shall notify all members in writing of the relevant contents of the meeting three days before the meeting, but in emergency situations, the aforementioned notification time limit is not required. The meeting of the Remuneration and Appraisal Committee is presided over by the Chairman. If the Chairman is unable to attend, he shall entrust another member to preside over the meeting.
Article 12 The meeting of the Remuneration and Appraisal Committee must be held when more than two-thirds of the members are present; voting at the meeting of the Remuneration and Appraisal Committee shall be based on the one-person-one-vote system; resolutions made by the Remuneration and Appraisal Committee must be approved by more than half of all members.
Meetings of the Remuneration and Appraisal Committee can be held by video, telephone or other means on the premise of ensuring that all members can fully communicate and express their opinions.
Article 13 Members of the Remuneration and Appraisal Committee shall attend meetings in person and express clear opinions on matters under review. If you are unable to attend the meeting in person for some reason, you should review the meeting materials in advance, formulate clear opinions, record the opinions in the power of attorney, and authorize other members in writing to attend on your behalf.
Each member of the Remuneration and Appraisal Committee can be authorized by at most one member, and the authorization letter must specify the scope and duration of authorization. If an independent director member is unable to attend the meeting for any reason, he or she shall entrust another independent director member of the Remuneration and Appraisal Committee to attend the meeting on his or her behalf.
Article 14 If a member of the Remuneration and Appraisal Committee entrusts another member to attend a meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the host of the meeting. The power of attorney shall indicate the entrustment authority, entrusted matters and be signed by both the entrusting party and the entrusted party. A valid power of attorney shall be submitted to the host of the meeting no later than before voting at the meeting.
Article 15 If a member of the Remuneration and Appraisal Committee neither attends the meeting in person nor entrusts another member to attend the meeting on his behalf, he shall be deemed to have given up his right to vote at the meeting.
If a member of the Remuneration and Appraisal Committee fails to attend two consecutive meetings and does not entrust other members to attend, he will be deemed to be unable to properly perform his duties, and the company's board of directors may remove him from his position as a member.
Article 16 The voting method for the meeting of the Remuneration and Appraisal Committee shall be a show of hands, a written vote or a communication vote.
Members' voting intentions are divided into yes, no and abstention. The participating members shall choose one of the above-mentioned intentions. If they fail to make a choice or choose more than two intentions at the same time, the host of the meeting shall ask the relevant members to make a new choice. Those who refuse to make a choice shall be deemed to have abstained from voting; those who leave the venue midway without returning without making a choice shall be deemed to have abstained from voting; those who do not vote before the end of the voting time limit specified in the meeting shall be deemed to have abstained from voting.
After the voting of the participating members is completed, the relevant staff of the Salary and Assessment Committee should collect the voting results of each member in a timely manner and make statistics. If the meeting is held on-site, the host of the meeting shall announce the statistical results on the spot; if voting is held in the form of an off-site meeting, the relevant staff of the Salary and Appraisal Committee shall calculate the voting results and report them to the meeting host no later than the day after the voting is completed, and notify each committee member in writing of the voting results.
Article 17 When necessary, the Remuneration and Appraisal Committee may invite other directors and senior executives of the company to attend the meeting. However, non-members of the Remuneration and Appraisal Committee do not have the right to vote on the resolution.
Article 18 If necessary, the Remuneration and Appraisal Committee may hire an intermediary agency to provide professional advice for its decision-making, and the fees shall be paid by the company.
Article 19 If an individual member of the Remuneration and Appraisal Committee or his or her close relatives (including spouse, parents and spouse’s parents, brothers and sisters and their spouses, children over 18 years old and their spouses, spouse’s brothers and sisters and parents of children’s spouses, the same below) has an interest in the issues discussed at the meeting of the Remuneration and Appraisal Committee, the member shall abstain from voting.
If a member has an interest but has not disclosed it to the Remuneration and Appraisal Committee for verification, the member's vote will be invalid. If the invalid vote affects the voting result, the issue involved shall be re-voted. If the new voting result is different from the original result, the original resolution should be revoked. If the original resolution has been implemented, the new voting results shall be implemented. If the number of voting members is less than the minimum number stipulated in these working rules after the withdrawal of interested members, all members (including interested members) shall make resolutions on the procedural issues of the proposals and submit the proposals to the company's board of directors for review.
Article 20 The minutes or resolutions of the Remuneration and Appraisal Committee meetings shall indicate the circumstances in which interested members abstain from voting.
Article 21 Members attending the meeting shall review the proposals and fully express their personal opinions in a serious and responsible manner.
Article 22 Minutes of the meetings of the Remuneration and Appraisal Committee shall be produced in accordance with regulations. The minutes shall be true, accurate and complete, and fully reflect the opinions expressed by the participants on the matters discussed. The members attending the meeting and the person taking minutes of the meeting shall sign on the minutes. The minutes of meetings of the Remuneration and Appraisal Committee should indicate the circumstances in which interested members abstained from voting. Minutes of meetings shall be kept by the secretary of the company's board of directors for at least ten years.
Article 23 The resolutions and voting results passed by the Remuneration and Appraisal Committee meeting shall be recorded in writing and signed by the members attending the meeting before being reported to the company's board of directors.
Article 24 Participants, attendees, and record-takers shall have the obligation to keep confidential the contents of the meeting, including the evaluation process of remuneration and assessment-related matters, and shall have the obligation to keep the resolution conclusions confidential before the company makes the remuneration and assessment committee’s evaluation conclusions public in accordance with prescribed procedures.
Chapter 5 Assessment Procedure
Article 25 Members of the Remuneration and Appraisal Committee may conduct necessary investigations and understandings on the performance of duties, work performance, fulfillment of loyalty and diligence obligations of directors and senior executives, etc. All relevant departments of the company shall actively cooperate and provide required information to members of the Remuneration and Appraisal Committee in a timely manner.
Members of the Remuneration and Appraisal Committee may raise questions or inquiries to directors and senior executives on issues related to appraisals, and relevant directors and senior executives should respond or explain in a timely manner.
Article 26 The company's human resources management department is responsible for the preliminary preparations for the remuneration and assessment committee meetings and providing relevant information.
Article 27 The evaluation procedures for directors and senior executives by the Remuneration and Appraisal Committee:
(1) Directors and senior executives report their work to the Remuneration and Appraisal Committee;
(2) The Remuneration and Appraisal Committee shall conduct performance appraisals of directors and senior executives according to the performance appraisal plan;
(3) Propose the remuneration amount and evaluation plan for directors and senior executives based on the company's operating performance and evaluation results. After voting and approval, report to the company's board of directors.
Chapter 6 Supplementary Provisions
Article 28 In these working rules, "above" and "at least" include the original number; "less than", "more than half", "more than" and "less than" do not include the original number.
Article 29 After being reviewed and approved by the Board of Directors, these working rules will come into effect from the date when the H shares issued by the company are listed on the Stock Exchange of Hong Kong Limited.
Article 30 Matters not covered in these working rules shall be governed by the relevant national laws and regulations, the securities regulatory rules of the place where the company's shares are listed, and the company's articles of association. If these working rules conflict with laws, administrative regulations, rules, normative documents promulgated by the country in the future, the securities regulatory rules of the place where the company's stocks are listed, or the company's articles of association modified through legal procedures, they shall be governed by the relevant national regulations and the company's articles of association, and shall be revised accordingly and submitted to the board of directors for review and approval.
Article 31 The right to interpret these working rules belongs to the company’s board of directors.
Board of Directors of Guangdong Audiway Sensing Technology Co., Ltd.
September 23, 2026