Shenzhen Inovance Technology Co., Ltd. Compensation Management System for Directors and Senior Management (April 2026)
Chapter 1 General Provisions
Article 1 To ensure that Shenzhen Inovance Technology Co., Ltd. (hereinafter referred to as the "Company") directors and senior management (hereinafter referred to as "Directors and Senior Management") perform their duties in accordance with the law, improve the Company's compensation management system, and establish a scientific and effective incentive and restraint mechanism, in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," and other relevant laws and regulations, and in combination with the Company's actual situation, this Management System is hereby formulated.
Article 2 This System applies to the Company's directors and senior management, including the following personnel: (1) Independent Directors: Directors who are not employees of the Company and are appointed by the Company in accordance with laws and regulations, and who have no relationship with the Company and its major shareholders that may hinder their independent and objective judgment; (2) Non-independent Directors: Including internal directors and external directors. External directors are non-independent directors who do not hold any positions in the Company other than director; internal directors are non-independent directors who simultaneously hold other positions in the Company besides director; (3) Senior Management: Refers to the Company's General Manager, Deputy General Managers, Secretary of the Board of Directors, Chief Financial Officer (Financial Controller), and other senior management personnel identified in the Company's Articles of Association.
Article 3 The Company's compensation management system for directors and senior management follows the following principles: (1) Fairness principle: Income level is linked to the Company's scale and performance, while also considering market compensation levels to maintain the Company's competitiveness in salary levels; (2) Unity of responsibility, rights, and benefits principle: Reflecting that compensation is commensurate with the value of the position and the extent of responsibilities undertaken; (3) Long-term development principle: Reflecting that compensation is aligned with the Company's goal of sustainable and healthy development; (4) Emphasis on both incentives and constraints principle: Reflecting that compensation distribution is linked to performance appraisal, rewards and punishments, and incentive mechanisms.
Chapter 2 Compensation Management Organization and Implementation Procedures
Article 4 The Company's Board of Directors' Compensation and Remuneration Committee is responsible for formulating and assessing the performance standards for the Company's directors and senior management; responsible for formulating and reviewing the Company's compensation policies for directors and senior management; responsible for assessing whether to initiate a clawback procedure for performance-based compensation for specific directors or senior management; and responsible for supervising the implementation of the Company's compensation management system.
Article 5 The compensation plan for directors shall be decided by the shareholders' meeting. When the board of directors or the compensation and remuneration committee evaluates or discusses the remuneration of a director, that director shall recuse himself.
Article 6 The compensation plan for senior management shall be approved by the board of directors, explained to the shareholders' meeting, and fully disclosed.
Article 7 If the Company's performance incurs losses, the Company shall specifically explain in the compensation review process for directors and senior management whether the changes in their compensation are consistent with performance linkage requirements.
Article 8 When conducting internal control audits, the Company's accounting firm shall pay close attention to the effectiveness of performance evaluation controls and whether compensation payments comply with internal control requirements.
Article 9 The Company's Human Resources Department and Finance Department shall assist the Company's Board of Directors' Compensation and Remuneration Committee in formulating and implementing the compensation plans for the Company's directors and senior management.