Shenzhen Tianwei Vision Co., Ltd.
System for Management of Compensation for Directors and Senior Management Personnel (Draft)
Chapter 1 General Provisions
Article 1 To earnestly implement the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," and the "Corporate Governance Guidelines for Listed Companies," to motivate the enthusiasm of directors and senior management personnel of Shenzhen Tianwei Vision Co., Ltd. (hereinafter referred to as the "Company"), improve the compensation management for directors and senior management personnel, safeguard the maximization of shareholder interests, establish an effective incentive and restraint mechanism for compensation, and ensure the realization of the Company's development strategic goals, this System is formulated in accordance with relevant national laws, regulations, and the Company's "Articles of Association" and "Articles of Association of the Board of Directors' Compensation and Assessment Committee," and combined with the Company's actual situation.
Article 2 Scope of Application: This System applies to directors, as well as the General Manager, Deputy General Managers, Chief Financial Officer, Chief Engineer, and Secretary of the Board as stipulated in the "Articles of Association," and other senior management personnel of the Company explicitly appointed by the Board of Directors (hereinafter referred to as "Senior Management Personnel").
Article 3 Principles for Management of Compensation for Directors and Senior Management Personnel: (1) The principle of combining responsibility, rights, and benefits, and remuneration based on performance; (2) The principle of linking salary increases to the growth of the Company's benefits; (3) The principle of adapting to the market-oriented competition level of the industry; (4) The principle of adhering to fair standards, open procedures, and just distribution.
Chapter 2 Management Structure
Article 4 The Compensation and Assessment Committee of the Board of Directors is responsible for formulating and assessing the performance standards for directors and senior management personnel; formulating and reviewing the compensation decision-making mechanisms, decision-making processes, payment, and clawback arrangements for directors and senior management personnel, and other compensation policies and plans.
Article 5 The compensation plan for directors shall be decided by the shareholders' meeting and disclosed. When the Board of Directors or the Compensation and Assessment Committee evaluates the performance of a director or discusses their remuneration, that director shall recuse themselves. The compensation plan for Senior Management Personnel shall be approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 6 The work of the Compensation and Assessment Committee includes (but is not limited to) the following: (1) Inspecting the performance of duties by Senior Management Personnel and conducting annual performance evaluations; (2) Supervising the implementation of the compensation system; (3) Proposing compensation plans for Senior Management Personnel and opinions on amendments.
Article 7 The Company's Finance Department shall cooperate with the Company's Compensation and Assessment Committee of the Board of Directors to implement the compensation plans and assessment work for directors and senior management personnel.