镇江东方电热科技股份有限公司 镇江东方电热科技股份有限公司 第一章 总 则 第一条 为提高镇江东方电热科技股份有限公司（以下简称"公司"）董事 会决策的科学性，完善公司法人治理结构，根据《中华人民共和国公司法》(以 下简称《公司法》)、 《深圳 证券交易所创业板股票上市规则》(以下简称《上市规则》)、《深圳证券交易所 上市公司自律监管指引第 2 号——创业板上市公司规范运作》(以下简称《自律 监管指引第 2 号》)及《公司章程》等相关规定,制定本工作细则。 第二条 公司董事会根据工作需要,设立四个专门委员会：战略与投资委员 会、审计委员会、提名委员会、薪酬与考核委员会。专门委员会成员全部由董事 组成，其中审计委员会、提名委员会、薪酬与考核委员会中独立董事应过半数并 担任召集人，审计委员会的召集人应当为会计专业人士。 第三条 董事会专门委员会的主要职责是协助董事会对需决策事项提供咨 询和建议。 第二章 专门委员会的组成和职责 第四条 各专门委员会成员至少由三名董事组成，其中至少包括一名独立董 事，董事可以同时担任多个委员会委员。成员由董事长或者二分之一以上独立董 事推荐或者全体董事的三分之一以上推荐，由董事会选 ...

Group 1 - The company, Hansan (Nanjing) Technology Co., Ltd., is applying for an initial public offering (IPO) and listing on the Growth Enterprise Market [1] - The company has established a specialized committee system under its board of directors, which includes four committees: Audit, Nomination, Compensation and Assessment, and Strategy [1][2] Group 2 - The Audit Committee consists of Wu Bin, Song Tiecheng, and Chen Wei, with Wu Bin serving as the chairman. Its main responsibilities include supervising external audit work, guiding internal audit, reviewing financial reports, and assessing internal control effectiveness [1] - The Nomination Committee is composed of Song Tiecheng, Huang Lei, and Wang Bin, with Song Tiecheng as the chairman. Its responsibilities include proposing board composition suggestions, researching selection criteria for directors and senior management, and reviewing candidates [2] - The Compensation and Assessment Committee includes Song Tiecheng, Huang Lei, and Wang Bin, with Song Tiecheng as the chairman. Its duties involve researching assessment standards for senior management, developing job responsibilities, and reviewing compensation policies [2] - The Strategy Committee is made up of Wang Bin, Song Tiecheng, and Wang Zihao, with Wang Bin as the chairman. Its main role is to research and propose suggestions for the company's long-term strategic planning and major capital operations [3]

Core Points - The article outlines the implementation rules for the specialized committees of the Board of Directors of Aerospace Science and Technology Holdings Group Co., Ltd, aiming to enhance corporate governance and ensure efficient decision-making [1][2][3] Group 1: General Provisions - The rules are established to protect shareholders' rights and improve the corporate governance structure of the company [1] - The specialized committees under the Board include the Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [1][2] Group 2: Audit Committee Implementation Details - The Audit Committee consists of three directors, including two independent directors, with at least one having a professional accounting background [2][3] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - The Audit Committee must meet at least quarterly and can hold additional meetings as necessary [3][4] Group 3: Strategy Committee Implementation Details - The Strategy Committee is composed of seven directors, including one independent director, and is chaired by the company's chairman [7][8] - Its main responsibilities include researching long-term development strategies, equity investment proposals, and guiding ESG-related work [8][9] Group 4: Nomination Committee Implementation Details - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [10][11] - The committee's recommendations must be documented if not fully adopted by the Board [11][12] Group 5: Compensation and Assessment Committee Implementation Details - The Compensation and Assessment Committee is tasked with formulating compensation plans for directors and senior management, which must be approved by the Board and shareholders [14][15] - The committee is composed of three directors, including two independent directors, and is responsible for evaluating the performance of senior management [14][15][16] Group 6: Decision-Making Procedures - Each committee must hold meetings with a quorum of two-thirds of its members present, and decisions require a majority vote [19][34][69] - Committees can hire external advisors for professional opinions, with costs covered by the company [7][10][16] Group 7: Final Provisions - The rules are subject to legal and regulatory compliance, and the Board is responsible for their interpretation and revision [76][77] - The rules take effect upon approval by the Board of Directors [78]

General Principles - The purpose of the system is to improve the governance structure of Shanghai Huide Technology Co., Ltd. and enhance the effectiveness of the board of directors in decision-making and execution [1][2] - The board of directors has established four specialized committees: Strategic Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [1][2] Specialized Committee Procedures - Meetings of specialized committees can be held in person or via communication methods, and decisions require a majority vote from committee members [2][3] - A quorum for meetings requires attendance from at least two-thirds of the committee members, and decisions must be approved by more than half of the members [2][3] Strategic Committee - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [3][4] - The committee consists of three directors, with the chairman being the company's chairman [3][4] Nomination Committee - The Nomination Committee is tasked with drafting selection criteria and procedures for directors and senior management, and it proposes candidates to the board [5][6] - The committee is composed of three directors, with a majority being independent directors [5][6] Audit Committee - The Audit Committee exercises the powers of the supervisory board and is responsible for reviewing financial information and overseeing internal and external audits [6][7] - The committee consists of three directors, with at least two being independent directors, and it must meet at least quarterly [6][7] Compensation and Assessment Committee - The Compensation and Assessment Committee develops assessment standards for directors and senior management and proposes compensation policies to the board [8][9] - The committee is made up of three directors, with a majority being independent directors [8][9] Miscellaneous - The system is subject to relevant laws and regulations, and any conflicts with future laws will be resolved according to the new regulations [10]