Chapter 1 General Principles
Article 1
To establish a compensation incentive and restraint mechanism for directors and senior management (hereinafter referred to as "senior management") that aligns with modern corporate systems, effectively stimulating the vitality of the directors and senior management of China Railway Prefabricated Construction Co., Ltd. (hereinafter referred to as "the Company"), and promoting high-quality corporate development, this system is formulated in accordance with 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," "Measures for the Administration of Independent Directors of Listed Companies," "Self-Regulatory Guidelines No. 2 for the Standardized Operation of GEM Listed Companies" issued by the Shenzhen Stock Exchange, and the "Articles of Association of China Railway Prefabricated Construction Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to all directors of the Company, including non-independent directors, independent directors, and senior management as defined by the Articles of Association (including but not limited to the general manager, deputy general managers, chief engineer, chief economist, chief accountant, board secretary, chief legal advisor, and other senior management as stipulated in the Articles of Association). The secretary of the Party Committee, deputy secretary of the Party Committee, secretary of the Discipline Inspection Commission, chairman of the labor union, advisors, and others shall implement this system by reference.
Article 3
The principles of compensation management are as follows:
- Legal Compliance Principle: Strictly comply with national laws and regulations, securities regulatory requirements, and relevant management requirements.
- Balance of Incentives and Constraints Principle: Compensation levels should match the company's operational performance, individual job responsibilities, performance effectiveness, and risk undertaken.
- Strategic Orientation Principle: Compensation distribution should facilitate the achievement of the company's development strategy and operational goals.
- Standardization and Transparency Principle: The compensation structure should be clear, decision-making procedures standardized, and information disclosed timely, accurately, and completely.
- Unity of Responsibility, Authority, and Interests Principle: Compensation should correspond to the value of the position and the extent of responsibilities undertaken.
Chapter 2 Management Institutions and Responsibilities
Article 4
The Compensation and Assessment Committee of the Board of Directors is a specialized working body for the compensation management of applicable personnel, performing the following main responsibilities under the authorization of the Board of Directors:
- Research and formulate or revise the compensation policies and plans for applicable personnel.
- Draft assessment standards for applicable personnel and conduct assessments.
- Review the compensation payment plans for applicable personnel.
- Supervise the implementation of the Company's compensation system. The Human Resources Department is responsible for specific accounting, reporting, and record-keeping tasks.