Chapter 1 General Principles
Article 1
To strengthen the compensation management of directors and senior management at Guangdong Xianglu Tungsten Industry Co., Ltd. (hereinafter referred to as "the Company"), ensure that directors and senior management perform their duties in accordance with the law, establish a scientific and effective incentive and restraint mechanism, and improve the Company's compensation management system, this system is formulated based on the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," and the "Articles of Association of Guangdong Xianglu Tungsten Industry Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to directors and senior management as stipulated in the Articles of Association.
Article 3
The Company's compensation system follows the following principles:
- Competitiveness Principle: Compensation levels are matched with the Company's scale and performance while considering market compensation levels.
- Unity of Responsibility and Rights Principle: Compensation levels are matched with job value and responsibilities.
- Combination of Short-term Compensation and Long-term Incentives Principle.
- Balance of Incentives and Constraints Principle: Compensation distribution is linked to assessments, rewards, and incentive mechanisms.
Chapter 2 Management Institutions
Article 4
The Company's Board of Directors' Compensation and Assessment Committee assesses directors and senior management based on work rules and determines compensation.
Article 5
The compensation plan for directors is decided by the shareholders' meeting and disclosed. When the Board of Directors or the Compensation and Assessment Committee evaluates or discusses the compensation of an individual director, that director must abstain. The compensation plan for senior management is approved by the Board of Directors, explained to the shareholders' meeting, and fully disclosed.
Article 6
The Company's Human Resources Department, Finance Department, and other relevant departments cooperate with the Compensation and Assessment Committee to implement the compensation plans for directors and senior management.