沪光股份: 薪酬与考核委员会工作制度（2025年7月修订）

General Provisions - The purpose of the remuneration and assessment committee is to enhance the management system for the remuneration and assessment of directors and senior management, improve corporate governance, and assist the board in making informed decisions [1][2] - The committee is established by the board of directors and is responsible for formulating assessment standards and remuneration policies for directors and senior management [1][2] Personnel Structure - The committee consists of three directors, with at least two independent directors, who must hold more than half of the committee's positions and serve as the convener [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2][3] Responsibilities and Authority - The main responsibilities of the committee include proposing remuneration for directors and senior management, suggesting changes to equity incentive plans, and advising on shareholding plans for subsidiaries [2][3] - The committee must document any recommendations not adopted by the board, including reasons for non-acceptance [2][3] Work Procedures - The human resources department operates under the committee's guidance to assist in remuneration and assessment tasks, providing necessary financial and performance data [3][4] - The committee evaluates directors and senior management based on audited financial results and self-assessment reports, proposing performance assessment outcomes for board approval [4][5] Meeting Rules - The committee holds at least two regular meetings annually, with additional meetings called as needed, requiring a two-thirds attendance for validity [5][6] - Decisions are made by majority vote, and meeting records must be kept, ensuring confidentiality of discussed matters [5][6] Supplementary Provisions - The work system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will be resolved in favor of the latter [6]