剑桥科技: 董事会薪酬与考核委员会工作细则（草案）（H股发行并上市后适用）

General Principles - The purpose of the remuneration and assessment committee is to establish a sound assessment and remuneration management system for the company's directors and senior management, improving corporate governance structure [1][2] - The committee is responsible for formulating assessment standards for senior management and reviewing remuneration policies for directors and senior management [1] Composition of the Committee - The remuneration and assessment committee consists of three directors, with a majority being independent directors [3] - The committee is chaired by an independent director, who is responsible for leading the committee's work [3] Responsibilities and Authority - The committee's main responsibilities include developing remuneration plans based on the roles and responsibilities of directors and senior management, reviewing management's remuneration proposals, and ensuring that no director participates in determining their own remuneration [4][5] - The committee must ensure that any remuneration plans are approved by the board and submitted for shareholder approval [6] Decision-Making Procedures - The committee is supported by a working group that prepares necessary materials and data for decision-making [8] - The assessment process for directors and senior management includes setting performance indicators at the beginning of the year and conducting evaluations at the end of the year [9] Meeting Rules - The committee meets as needed, with a quorum requiring two-thirds of members to be present [11] - Meeting records must be kept, detailing the matters discussed and resolutions made, and members have confidentiality obligations regarding the information discussed [12][25] Implementation and Amendments - The work rules become effective upon the company's H-share listing on the Hong Kong Stock Exchange, replacing any previous rules [26] - Any unresolved matters will be governed by relevant national laws and regulations, and the board has the authority to interpret these rules [13][14]