宣亚国际: 《董事会薪酬与考核委员会工作制度》（2025年7月）

General Provisions - The company establishes a remuneration and assessment committee to improve the governance structure and management of remuneration for directors and senior management [1] - The committee is responsible for directors who receive remuneration and senior management appointed by the board [1] Composition of the Committee - The remuneration and assessment committee consists of three directors, with a majority being independent directors [3] - The committee elects a chairperson from among the independent directors, who is responsible for convening and presiding over meetings [3][4] - The term of the committee members aligns with that of the board of directors, and members automatically lose their committee position if they cease to be directors [4] Responsibilities and Authority - The committee is tasked with formulating, managing, and assessing the remuneration system for directors and senior management, reporting to the board [6] - Key responsibilities include researching and reviewing remuneration policies, proposing annual remuneration plans, and developing performance evaluation standards [6][7] - The committee's proposals for equity incentive plans and remuneration plans must be approved by the board and submitted to the shareholders' meeting [7][11] Working Procedures - Meetings must be notified three days in advance, and can be convened urgently if necessary [9] - A quorum requires two-thirds of the committee members to be present, and decisions are made through written voting [9][10] - Meeting records must be kept, and members have a confidentiality obligation regarding company information [11][12]