佳都科技: 佳都科技董事会薪酬与考核委员会工作细则（草案）（H股发行并上市后适用）

Core Viewpoint - The draft work rules for the Remuneration and Assessment Committee of Jiadu Technology Group Co., Ltd. aim to establish a sound assessment and remuneration management system for senior management, enhancing corporate governance structure [1]. Group 1: General Provisions - The Remuneration and Assessment Committee is established to formulate assessment standards for senior management and review remuneration policies [1]. - The committee is responsible to the board of directors and consists of three to four members, with a majority being independent directors [3]. Group 2: Composition of the Committee - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [5]. - The chairperson of the committee is an independent director and is elected from among the committee members [6]. Group 3: Responsibilities and Authority - The committee is tasked with developing and reviewing remuneration policies for directors and senior management, and making recommendations to the board [6]. - It must ensure that no director participates in determining their own remuneration [7]. - The committee is also responsible for reviewing and approving compensation arrangements related to termination of directors or senior management [7]. Group 4: Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [9]. - The committee conducts performance assessments of senior management and finalizes remuneration distribution plans based on board-approved salary proposals [13]. Group 5: Meeting Rules - Meetings are convened by the chairperson, and decisions require a majority vote from committee members [10]. - The committee may invite directors and senior management to attend meetings as necessary [10]. - Confidentiality obligations are imposed on all attendees regarding meeting discussions [10]. Group 6: Supplementary Provisions - Any matters not covered by these rules will follow relevant laws, regulations, and the company's articles of association [12]. - The rules will take effect upon the company's H-share issuance and approval by the China Securities Regulatory Commission [13].