利欧股份: 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 Points - The establishment of the Compensation and Assessment Committee aims to create a scientific and effective compensation management system for the performance evaluation of directors and senior management at Leo Group Co., Ltd [1][2] - The committee is responsible for researching and reviewing the compensation policies and plans for directors and senior management, as well as evaluating their performance [1][3] Chapter 1: General Principles - The committee is set up in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Hong Kong Listing Rules [1] - The committee's main functions include establishing performance assessment standards and making recommendations regarding compensation policies [1][2] Chapter 2: Composition - The committee consists of three directors, with independent directors making up more than half of the members [2] - The chairman of the committee is an independent director, elected by the committee members and approved by the board [2][3] Chapter 3: Powers of the Committee - The committee is tasked with formulating and reviewing the compensation policies for directors and senior management, including stock incentive plans and employee shareholding plans [3][4] - Any compensation plans proposed by the committee must be approved by the board and submitted to the shareholders' meeting for approval [3] Chapter 4: Decision-Making Procedures - The committee requires relevant departments to provide necessary information for decision-making, including financial indicators and performance evaluations [4][5] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [4][5] Chapter 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid [5] - Decisions made during meetings must be approved by a majority of the members present [5] Chapter 6: Miscellaneous - The rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange [7] - Any unresolved matters will be governed by relevant laws and regulations, and the board has the authority to interpret these rules [7]