英诺特: 北京英诺特生物技术股份有限公司董事会薪酬与考核委员会议事规则（2025年8月修订）

Core Viewpoint - The document outlines the rules and regulations governing the Compensation and Assessment Committee of Beijing Innotech Biotechnology Co., Ltd., focusing on the establishment of a robust assessment and incentive mechanism for directors and senior management, in compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the rules is to enhance the assessment and incentive mechanisms for the company's directors and senior management, improving corporate governance structures [1]. - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, a majority of independent directors, or more than one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [4]. - The board has the authority to reject any compensation plans that may harm shareholder interests [4]. Group 4: Evaluation Procedures - The committee requires the company to provide relevant materials for performance evaluation, including financial indicators and management responsibilities [12]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [13]. Group 5: Committee Meetings - The committee meets as needed, with meetings called by the chairman or upon request from committee members [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [15][16]. Group 6: Documentation and Confidentiality - Meeting minutes must be recorded, including the opinions of independent directors, and must be kept for at least ten years [10]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [10].