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和林微纳: 董事会薪酬与考核委员会实施细则(草案)

Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Suzhou Helin Micro-Nano Technology Co., Ltd. and improve the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, ensuring transparency and fairness in the compensation process [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent non-executive directors [2] - The committee members are nominated by the chairman, more than half of the independent non-executive directors, or one-third of all directors, and elected by the board [2][3] - The committee has a chairperson who is an independent non-executive director, responsible for leading the committee's work [1][2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing and approving compensation policies, and making recommendations to the board [3][4] - It is responsible for reviewing and approving equity incentive plans and employee stock ownership plans, ensuring alignment with the company's goals [3][4] - The committee must ensure that no director participates in determining their own compensation [3][4] Group 3: Decision-Making Procedures - The committee holds regular meetings at least once a year, with decisions requiring the presence of at least two-thirds of its members [6][7] - Meeting records must be kept, documenting the date, participants, agenda, and voting results [7][8] - The committee can invite other directors and senior management to attend meetings and may seek professional advice when necessary [6][7] Group 4: Implementation and Compliance - The implementation rules for the committee take effect upon approval by the board and are applicable to the company's H shares listed on the Hong Kong Stock Exchange [8] - Any matters not covered by these rules will follow relevant national laws, regulations, and the company's articles of association [8]