Chapter 1 General Provisions
Article 1 To further standardize the compensation management of directors and senior management of Zhongjian Technology Co., Ltd. (hereinafter referred to as the Company), establish a scientific and effective incentive and restraint mechanism, ensure that directors and senior management effectively perform their duties and obligations, fully mobilize the work enthusiasm of directors and senior management, and improve the company's operational management efficiency, so as to better promote the company's healthy, stable and sustainable development. In accordance with the "Company Law of the People's Republic of China," the "Code of Corporate Governance for Listed Companies," and other relevant laws, regulations, and normative documents, and the provisions of the "Articles of Association of Zhongjian Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and combined with the actual situation of the company, this compensation management system is hereby formulated.
Article 2 This system applies to the following personnel: (1) Directors: including non-independent directors and independent directors of the Company; Independent directors: directors appointed by the Company in accordance with relevant regulations, who have no direct or indirect interest relationship with the Company and its major shareholders, or other relationships that may affect their independent and objective judgment; Non-independent directors: including internal directors and external directors. External directors refer to non-independent directors who do not hold any positions in the Company other than director; internal directors refer to non-independent directors who simultaneously hold positions as directors and other positions in the Company; (2) Senior management personnel: General Manager, Deputy General Manager, Secretary of the Board of Directors, Chief Financial Officer, and other senior management personnel as defined by the "Articles of Association."
Article 3 The term "compensation" as used in this system refers to the pre-tax amount. The Company shall deduct the following items from the compensation in accordance with the relevant regulations of the state and the Company, and the remaining amount shall be paid to the individual. The items to be withheld and remitted by the Company include, but are not limited to: (1) Withholding and remitting individual income tax; (2) Portions of various social insurance premiums, housing provident fund, etc., borne by the individual; (3) Portions of other amounts stipulated by the state or the Company that should be borne by the individual.
Article 4 Mechanism for determining the total payroll: The Company implements budget management for the total payroll of directors and senior management. Their compensation and assessment start from the company's economic benefits, combined with the company's annual operating plan and the performance of the work objectives managed by senior management, conduct a comprehensive assessment, and determine the annual compensation distribution based on the assessment results; at the same time, adjust the compensation in a timely manner based on the company's operating conditions, the compensation level of peer companies, social inflation, and individual position adjustments. The determination of compensation standards follows the following principles: (1) Principle of combining distribution according to work with responsibility, rights, and benefits: The compensation level is combined with position responsibilities, individual business capabilities, contributions to the achievement of company goals, etc., and follows the principle of distribution according to work; (2) Principle of long-term development: The overall compensation level is consistent with the company's goal of sustainable and healthy development; (3) Principle of balancing incentives and constraints: Compensation is linked to assessment, rewards, punishments, and incentive mechanisms; (4) Principle of openness, fairness, and transparency: The compensation level is consistent with the company's actual operating and development conditions, and is also consistent with the development level of the industry and region.