杭州天目山药业股份有限公司董事会薪酬与考核委员会工作细则 杭州天目山药业股份有限公司 董事会薪酬与考核委员会工作细则 （2025 年 8 月修订） 第一章 总则 第一条 为进一步建立健全杭州天目山药业股份有限公司（以下 简称"公司"）董事及高级管理人员的考核和薪酬管理制度，完善公 司治理结构，根据《中华人民共和国公司法》《上市公司治理准则》 《杭州天目山药业股份有限公司公司章程》 （以下简称" 《公司章程》 "） 及有关规定，公司特设立董事会薪酬与考核委员会，并制定本工作细 则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要 负责制定公司董事及高级管理人员的考核标准并进行考核；负责制 定、审查公司董事及高级管理人员的薪酬政策与方案，对董事会负责。 第三条 本细则所称董事是指在本公司领取薪酬的董事长、董事， 高级管理人员是指董事会聘任的总经理、副总经理、董事会秘书、财 务总监及《公司章程》中规定的高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，独立董事占多 数。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董 事或者全体董事的三分之一提名，并由董事会选举产生。 ...

广东万和新电气股份有限公司 董事会薪酬与考核委员会实施细则 广东万和新电气股份有限公司董事会薪酬与考核委员会实施细则 第一章 总则 第一条 为完善广东万和新电气股份有限公司（以下简称"公司"）治理结 构，建立健全公司董事和高级管理人员的考核和薪酬管理制度，根据《中华人民 共和国公司法》《上市公司治理准则》《深圳证券交易所上市公司自律监管指引 第1号——主板上市公司规范运作》《广东万和新电气股份有限公司章程》（以 下简称"《公司章程》"）及其它相关法律、法规和规范性文件规定，制定本实 施细则。 第二条 董事会薪酬与考核委员会（以下简称"委员会"）是董事会设立的 专门工作机构，对董事会负责。 第二章 人员组成 第三条 委员会应由三名董事组成，其中独立董事应占多数。 第四条 委员会委员由董事长、二分之一以上独立董事或者全体董事的三分 之一提名，并由董事会选举产生并任命。 第五条 委员会设主任委员（召集人）一名，由独立董事委员担任，负责主 持委员会工作；召集人在委员内选举，并报请董事会批准产生。 第六条 委员任期与同届董事会董事任期一致。委员任期届满，连选可以连 任。期间如有委员不再担任公司董事职务，自动失去委员资格 ...

招商局南京油运股份有限公司 董事会薪酬与考核委员会工作规则 第一章 总则 第一条 为进一步建立健全招商局南京油运股份有限公司（以下 简称公司）董事及高级管理人员的考核和薪酬管理制度，完善公司治 理结构，根据《中华人民共和国公司法》 《上市公司治理准则》 《招商 局南京油运股份有限公司章程》 （以下简称《公司章程》）及其他有关 规定，公司特设立董事会薪酬与考核委员会，并制定本规则。 第二条 董事会薪酬与考核委员会主要负责制定公司董事及高 级管理人员的考核标准并进行考核；负责制定、审查公司董事及高级 管理人员的薪酬政策与方案。 第三条 本规则所称董事是指在公司领取薪酬的董事，高级管理 人员是指经董事会聘任的总经理、副总经理、总会计师、董事会秘书、 总法律顾问（首席合规官）。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事 应当过半数并担任召集人。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董 事或者全体董事的三分之一提名，并由董事会选举产生。 第六条 薪酬与考核委员会设主任委员一名，负责主持委员会工 作，由董事会选举产生。 第七条 薪酬与考核委员会任期与董事会任期一致，委员 ...

Core Points - The article outlines the establishment and operational framework of the Compensation and Assessment Committee of Jiangsu General Technology Co., Ltd. to enhance the governance structure and management of compensation for directors and senior management [1][2] - The committee is responsible for formulating assessment standards, reviewing compensation policies, and making recommendations to the board of directors [1][3] Section Summaries General Provisions - The committee is established to improve the assessment and compensation management system for directors and senior management in accordance with relevant laws and the company's articles of association [1] - The committee is a specialized body under the board of directors, tasked with assessing directors and senior management and formulating compensation policies [1][2] Composition of the Committee - The committee consists of three directors, with a majority being independent directors [2] - The chairperson of the committee is an independent director responsible for leading the committee's work [2][3] Responsibilities and Authority - The committee is responsible for developing assessment standards, reviewing compensation plans, and making recommendations on various compensation-related matters [3][4] - It must submit compensation plans for directors to the board for approval before implementation, ensuring that shareholder interests are protected [4] Work Procedures - The committee's working group is responsible for preparing necessary materials and conducting performance evaluations of directors and senior management [5][6] - The committee meets at least once a year, with specific procedures for decision-making and voting outlined [6][7] Meeting Rules - Meetings require a two-thirds attendance of committee members to be valid, and decisions are made through a majority vote [6][7] - Confidentiality obligations are imposed on all attendees regarding the matters discussed in meetings [7][8] Supplementary Provisions - The committee's operational guidelines must comply with national laws and the company's articles of association, with the board responsible for any amendments [8]

Group 1 - The establishment of the Remuneration and Assessment Committee aims to improve the governance structure of the company and is based on various laws and regulations [1][9] - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing their remuneration policies and plans [1][3] - The committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [2][4] Group 2 - The committee's main responsibilities include researching assessment standards, conducting evaluations, and proposing remuneration policies for directors and senior management [3][9] - The remuneration plans proposed by the committee must be approved by the board and submitted for shareholder approval before implementation [3][11] - The committee can conduct necessary investigations into the performance and obligations of directors and senior management, with cooperation from relevant departments [3][12] Group 3 - Meetings of the committee are held as needed, with a requirement for two-thirds of members to be present for decisions to be made [5][14] - Voting can be conducted in person or by proxy, and members must declare their voting intentions [6][15] - The committee must maintain confidentiality regarding meeting discussions and decisions [8][26] Group 4 - The implementation of this system begins upon approval by the board of directors [9][27] - Any matters not covered by this system will follow national laws and regulations [9][28] - The board of directors is responsible for interpreting and amending this system [10][29]

Core Points - The company establishes a remuneration and assessment committee to enhance governance structure and manage the compensation of directors and senior management [1][2] - The committee consists of three directors, including two independent directors, and is responsible for formulating and reviewing compensation policies and assessment standards [2][3] - The committee's decisions must be submitted to the board for approval, and any non-accepted recommendations must be documented with reasons [3][4] Group 1 - The remuneration and assessment committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation mechanisms [3][4] - The committee's decisions are subject to board approval and must be disclosed if not fully adopted [3][7] - The committee is supported by the company's human resources center, which provides necessary operational data and performance metrics [4][5] Group 2 - The committee meetings require a two-thirds attendance of members to be valid, and decisions are made by majority vote [6][7] - Meeting records must include details such as date, attendees, agenda, and voting results, and are kept as company archives [7][8] - The committee has the authority to invite other directors and senior management to meetings for reporting or questioning [6][7]

General Overview - The implementation rules for the Compensation and Assessment Committee of Yunnan Yuntianhua Co., Ltd. aim to establish a sound incentive and restraint mechanism for directors and senior management, improving corporate governance structure [1][2] Committee Composition - The Compensation and Assessment Committee consists of three directors who are not senior management, with independent directors making up more than half of the committee [3][4] - The committee is chaired by an independent director, elected by the committee members [2][4] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing and proposing compensation policies [8][9] - The committee must submit compensation proposals for directors to the board for approval and for senior management to the board for ratification [3][9] Decision-Making Procedures - The committee's office is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [11][12] - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [12] Meeting Rules - The committee must meet at least once a year, with meetings convened by the chairperson [13][14] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][18] Confidentiality and Record-Keeping - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [24] - Meeting records must be kept for ten years, with attendance signatures required [22][23] Implementation and Amendments - The implementation rules take effect upon approval by the board and are subject to relevant national laws and regulations [25][27]

Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Shenzhen Zhitong Electronics Co., Ltd, aimed at improving the governance structure and management of compensation for directors and senior management [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body composed of directors responsible for setting assessment standards and compensation policies for directors and senior management [1][2] - The committee is established in accordance with relevant laws and regulations, including the Company Law and the Corporate Governance Code [1] Group 2: Composition of the Committee - The committee consists of three members, including two independent directors, elected by the board of directors [2] - The chairperson of the committee is an independent director, responsible for convening and presiding over meetings [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 [3] - The committee's decisions must align with the Company Law, the company's articles of association, and the established guidelines [3] Group 4: Meeting Procedures - Meetings are convened by the chairperson, and a quorum requires the presence of at least two-thirds of the members [4][5] - Meeting notifications must be sent out three days in advance, detailing the time, location, agenda, and contact information [4] Group 5: Voting and Decision-Making - Decisions made by the committee require a majority vote from all members, including those not present [5] - The committee may seek professional advice from external agencies, with costs covered by the company [5] Group 6: Confidentiality and Compliance - All members and representatives attending meetings are bound by confidentiality regarding the matters discussed [7] - The guidelines will be effective upon approval by the board of directors and will be interpreted by the board [7]

General Provisions - The company establishes a remuneration and assessment committee to improve the governance structure and management of remuneration for directors and senior management [1] - The committee is responsible for directors who receive remuneration and senior management appointed by the board [1] Composition of the Committee - The remuneration and assessment committee consists of three directors, with a majority being independent directors [3] - The committee elects a chairperson from among the independent directors, who is responsible for convening and presiding over meetings [3][4] - The term of the committee members aligns with that of the board of directors, and members automatically lose their committee position if they cease to be directors [4] Responsibilities and Authority - The committee is tasked with formulating, managing, and assessing the remuneration system for directors and senior management, reporting to the board [6] - Key responsibilities include researching and reviewing remuneration policies, proposing annual remuneration plans, and developing performance evaluation standards [6][7] - The committee's proposals for equity incentive plans and remuneration plans must be approved by the board and submitted to the shareholders' meeting [7][11] Working Procedures - Meetings must be notified three days in advance, and can be convened urgently if necessary [9] - A quorum requires two-thirds of the committee members to be present, and decisions are made through written voting [9][10] - Meeting records must be kept, and members have a confidentiality obligation regarding company information [11][12]

Core Points - The article outlines the implementation rules for the Compensation and Assessment Committee of the Board of Directors of Renzi Hang Network Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, reporting to the Board of Directors [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors, and is chaired by an independent director [4][5] - The term of the committee aligns with that of the Board of Directors, allowing for re-election upon term completion [5][6] Group 2: Responsibilities - The committee is tasked with formulating assessment standards, reviewing compensation policies, and making recommendations on various matters including compensation and stock incentive plans [4][6] - Recommendations not fully adopted by the Board must be documented along with reasons for non-adoption [4] Group 3: Decision-Making Process - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [7][8] Group 4: Meeting Procedures - Meetings can be held in person or via other means, and confidentiality is required from all attendees [7][8] - The committee may invite other directors or senior management to attend meetings when necessary [7][8] Group 5: Miscellaneous - The rules are subject to approval by the Board and will take effect upon approval [9] - Any unresolved matters will be governed by national laws and the company's articles of association [9]