Shanghai Zhida Technology Development Co., Ltd. — Governance Information 2025

Oct 9, 2025

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Shanghai Zhida Technology Development Co., Ltd.

TERMS OF REFERENCE AND RULES OF PROCEDURES OF THE REMUNERATION COMMITTEE

1. MEMBERS

1.1 The remuneration committee (the “Remuneration Committee”) shall be established by the board of directors (the “Board”) of the Company, and the majority of members of the Remuneration Committee shall be independent non-executive Directors of the Company.

1.2 The chairperson of the Remuneration Committee must be appointed by the Board, and he/she must be an independent non-executive Director.

1.3 The term of office for members of the Remuneration Committee is the same as that of the Board, and members may be re-elected upon expiration of their terms of office. A member who ceases to serve as a Director of the Company during the term shall automatically cease to be a member of the Remuneration Committee, and the Board of the Company shall make up the number of members in accordance with relevant regulations.

1. SECRETARY

2.1 The company secretary (the “Company Secretary”) of the Company shall act as the secretary to the Remuneration Committee.

2.2 The Remuneration Committee may, from time to time, appoint any other person with appropriate qualification and experience to act as the secretary to the Remuneration Committee.

1. MEETING

3.1 The Remuneration Committee shall convene meetings at least once a year.

3.2 Due notice should be given for any meeting, unless such notification is waived by all members of the Remuneration Committee. Notwithstanding the notification period, the attendance of members of the Remuneration Committee at the meeting would be deemed as the waiver of the required notification requirement.

3.3 The quorum necessary for convening the meeting of the Remuneration Committee shall be two members of the Remuneration Committee, one of whom must be an independent non-executive Director.

3.4 Meeting can be attended in person or via telephone or videoconferencing. The members of the Remuneration Committee can attend the meeting via telephone or similar communication device (all persons attending such meeting shall be able to hear from such member via such communication device).

3.5 Each member of the Remuneration Committee shall have one vote. Resolutions of the Remuneration Committee shall be passed by more than half of all members.

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3.6 The resolution signed in writing by all members of the Remuneration Committee is valid, and the validity is the same as if it is passed in the meeting duly convened and held by the Remuneration Committee.

3.7 Full minutes of the Remuneration Committee shall be kept by the Company Secretary or the duly appointed secretary to the Remuneration Committee for review by the Directors. Draft and final versions of the minutes shall be sent to all members of the Remuneration Committee successively for their comments and records, within a reasonable time after the meeting.

4. MEETING ATTENDANCE

4.1 Upon the invitation from the Remuneration Committee, the chairperson of the Board and/or the managing director or the chief executive officer, external advisor and other persons can be invited to attend all or part of any meeting.

4.2 Only the members of the Remuneration Committee can vote in the meeting.

5. ANNUAL GENERAL MEETING

5.1 The chairperson of the Remuneration Committee or (if absent) the other member of the Remuneration Committee (must be an independent non-executive Director) shall attend the annual general meeting of the Company, respond the shareholders’ enquiry on the activities and responsibilities related to the Remuneration Committee.

6. DUTIES AND POWERS

The Remuneration Committee shall have the following duties and powers:

6.1 to make recommendations to the Board on the Company’s remuneration policy and structure for all Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policy;

6.2 to review and approve the management’s remuneration with reference to the Board’s corporate goals and objectives;

6.3 either: (i) to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management; or (ii) to make recommendations to the Board on the remuneration packages of individual executive directors and senior management. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

6.4 to make recommendations to the Board on the remuneration of non-executive Directors;

6.5 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;

6.6 to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

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6.7 to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

6.8 ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration;

6.9 to study on the Company’s equity incentive program and put forward suggestions;

6.10 to review and/or approve the matters relating to the share scheme pursuant to Chapter 17 under the Listing Rules;

6.11 to ensure that the share options or awards offered by the Company to its Directors or senior management (if any) are in accordance with Chapter 17 of the Listing Rules (as amended and supplemented from time to time), as applicable, including without limitation:

(a) where share options or awards are granted to Directors and/or senior management with a vesting period of less than 12 months, forming views on why a shorter vesting period is appropriate and how such grants align with the purpose of the relevant share incentive scheme;

(b) where share options or awards are granted to the Directors and/or senior management without performance targets and/or clawback mechanism, forming views as to why performance targets and/or a clawback mechanism is/are not necessary and how such grants align with the purpose of the relevant share incentive scheme.

6.12 the requirements in relation to the scope of work for the committee under the listing rules, as amended from time to time, of the other stock exchange in the place where the Company is listed; and

6.13 to consider and implement other matters, as defined or assigned by the Board or otherwise required by the Listing Rules.

1. REPORTING

7.1 The Remuneration Committee shall report to the Board after each of its meetings.

1. AUTHORITY

8.1 The Remuneration Committee shall consult the chairperson of the Board and/or the chief executive officer about their remuneration proposals for other executive Directors.

8.2 The Remuneration Committee is authorised by the Board to request the senior management of the Company to provide any required resources or information related to the remuneration package to perform its duties.

8.3 The Remuneration Committee should have access to independent professional advice at the Company’s expense if necessary, to perform the responsibilities of the Remuneration Committee.

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Note: the independent professional advice can be sought via the chief financial officer or the Company Secretary.

8.4 The Remuneration Committee shall be provided with sufficient resources to perform its duties.

Note: “Senior management” refers to the same persons referred to in the Company’s annual report. It is the responsibility of the Directors of the Company to determine which individual or individuals constitute senior management. Senior management may include the directors of subsidiaries of the Company, heads of divisions, departments or other operating units within the group as, in the opinion of the Company’s directors, is appropriate.

8.5 In accordance with the provisions of Rule 13.68 of the Listing Rules, the Remuneration Committee shall give its opinion on the service contracts required to be approved by the shareholders, notify the shareholders the reasonableness of the relevant terms, make suggestions on the overall interests of the issuer and the shareholders regarding the relevant contracts, and suggest how the shareholders (except the related shareholders, the shareholders and their associates with vital interests in such service contracts) vote on the resolutions.

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