塞力医疗: 董事会薪酬与考核委员会实施细则（2025年8月）

General Principles - The purpose of the implementation rules is to establish a sound assessment and compensation management system for the board of directors and senior management of the company, improving corporate governance structure [2] - The Compensation and Assessment Committee is a specialized working body established by the board of directors and is accountable to the board [2] Composition of the Committee - The Compensation and Assessment Committee consists of three directors, with independent directors making up more than half [4] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4] - The committee has a convener (chairperson) who is an independent director, responsible for leading the committee's work [6] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, reviewing compensation policies, and making recommendations to the board on various matters [6] - The committee's proposed compensation plans for directors must be approved by the board and submitted for shareholder approval before implementation [10] - The committee must conduct an annual review of the compensation decision-making process and report findings to the board [11] Decision-Making Procedures - The committee's working group is responsible for preparing materials related to compensation and assessment decisions [12] - The assessment process includes self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [13] Meeting Rules - Meetings of the committee are called as needed, with notifications sent three days in advance, unless urgent [10] - A quorum requires attendance from at least two-thirds of the committee members, and decisions must be approved by a majority [15] - Meeting records must be kept, and confidentiality obligations apply to all attendees [22][24] Supplementary Provisions - The rules take effect upon approval by the board and are subject to relevant national laws and regulations [26][27] - The board holds the authority to interpret these rules [28]