Chapter 1 General Principles
Article 1
To establish a scientific, standardized, and transparent compensation management system for directors and senior management, strengthen incentive and constraint mechanisms, promote the achievement of Ansteel Group Corporation Limited's (hereinafter referred to as "the Company") strategic goals and sustainable development, and safeguard the interests of shareholders, the Company, and employees, this system is formulated in accordance with the Company Law of the People's Republic of China, the Guidelines for Corporate Governance of Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Ansteel Group Corporation Limited (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the Company's directors (including independent directors) and senior management (including the general manager, deputy general managers, board secretary, financial officer, etc., as defined by the Articles of Association).
Article 3
The compensation for directors and senior management follows these principles:
- Strategic Orientation Principle: Focus on core strategic goals, strengthen performance orientation, and guide their close service to the Company's medium- and long-term development strategy and shareholder value maximization goals through the design of assessment indicators.
- Value Creation Principle: Compensation is deeply linked to performance and organizational operational results, implementing a rigid linkage mechanism where "performance increases lead to compensation increases, and performance decreases lead to compensation decreases."
- Market Benchmarking Principle: Compensation levels are dynamically calibrated based on market data from comparable enterprises in the industry, scale, and region, ensuring external competitiveness while considering internal fairness and cost rationality.
- Risk Sharing Principle: Through mechanisms such as deferred payment, recourse, and long-term incentive lock-up periods, compensation already paid may be reclaimed in accordance with laws and regulations if the Company suffers losses due to major decision-making errors, financial fraud, or failure to perform due diligence.
- Compliance and Transparency Principle: Promote market-oriented and standardized compensation distribution, strictly adhere to decision-making procedures for compensation distribution, ensure legality of procedures, openness of processes, and supervision of results, effectively safeguarding investors' right to know and participate in governance.
Chapter 2 Responsibilities of the Compensation Management Organization
Article 4
The main responsibilities of the Company's board of directors are:
- Review the compensation plan for directors;
- Approve the compensation plan for senior management;
- Monitor and guide the assessment and evaluation of directors and senior management and the operation of the compensation management system;
- Approve significant or unexpected changes in the assessment