Chapter 1 General Provisions
Article 1 To strengthen the compensation management of directors and senior management of Hanvon Technology Co., Ltd. (hereinafter referred to as "the Company"), ensure that directors and senior management legally perform their duties, establish a scientific and effective incentive and restraint mechanism, and improve the company's compensation management system, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," and the "Articles of Association of Hanvon Technology Co., Ltd." (hereinafter referred to as "Articles of Association"), and in combination with the actual situation of the Company, this system is formulated.
Article 2 This system applies to the directors and senior management of the Company.
The directors of the Company include: (1) Inside Directors: Directors who participate in the core governance of the Company and have signed an appointment contract or labor contract with the Company, or directors who are also employees or other staff members of the Company. (2) Outside Directors: Directors who do not hold any other positions in the Company besides director, and are non-independent directors. (3) Independent Directors: Directors appointed by the Company in accordance with the "Management Measures for Independent Directors of Listed Companies," who have no relationship with the Company and its major shareholders that may hinder their independent and objective judgment.
Senior management refers to the Company's President, Vice Presidents, Chief Financial Officer, Board Secretary, and other senior management personnel as stipulated in the "Articles of Association."
Article 3 The Company's compensation system follows the following principles: (1) Principle of Fairness: The compensation level of directors and senior management should be consistent with the Company's operating conditions and performance, and also in line with the overall compensation level of similar positions in the region and industry. (2) Principle of Unity of Responsibility, Rights, and Interests: The compensation level of directors and senior management should be consistent with the magnitude of their responsibilities, personal capabilities, and performance appraisal results. (3) Principle of Long-Term Company Interests: The compensation level should be consistent with the goal of the Company's sustainable and healthy development. (4) Principle of Balancing Incentives and Restraints: Compensation payment should be linked to performance appraisal, rewards and punishments, and incentive mechanisms.
Chapter 2 Management Structure
Article 4 The Compensation and Remuneration Committee of the Board of Directors of the Company shall assess and evaluate directors and senior management in accordance with the "Implementation Rules of the Compensation and Remuneration Committee of the Board of Directors."
The performance evaluation of independent directors shall be conducted through self-evaluation, mutual evaluation, and other methods.
Article 5 The compensation plans for directors and senior management of the Company shall be formulated by the Compensation and Remuneration Committee of the Board of Directors.
Article 6 The compensation plan for the Company's directors shall be decided by the shareholders' meeting and disclosed. The director concerned shall recuse himself when the Board of Directors or the Compensation and Remuneration Committee evaluates the director or discusses their remuneration.