Chapter 1 General Principles
Article 1
To further establish and improve the assessment and compensation management system for directors and senior management of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Company"), and to enhance the corporate governance structure, the Company has established the Compensation and Assessment Committee of the Board of Directors and formulated these rules in accordance with the Company Law of the People's Republic of China, the Guidelines for the Governance of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange, and other relevant regulations, as well as the Articles of Association of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Articles of Association") and other relevant provisions.
Article 2
The Compensation and Assessment Committee is a specialized working body established by the Board of Directors according to the resolutions of the shareholders' meeting, primarily responsible for formulating assessment standards for the Company's directors and senior management and conducting assessments; responsible for formulating and reviewing the compensation policies and plans for the Company's directors and senior management, and accountable to the Board of Directors.
Article 3
The term "directors" in these rules refers to directors of the Company who receive compensation, while "senior management" refers to the general manager, deputy general managers, board secretary, and financial director appointed by the Board of Directors.
Chapter 2 Composition
Article 4
The Compensation and Assessment Committee shall consist of three directors, with independent directors constituting more than half.
Article 5
Members of the Compensation and Assessment Committee shall be nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board of Directors.
Article 6
The Compensation and Assessment Committee shall have a chairperson (convener), who shall be an independent director, responsible for presiding over the committee's work; the chairperson shall be elected from among the members and approved by the Board of Directors.
Article 7
The term of the Compensation and Assessment Committee shall be consistent with that of the Board of Directors. Members may be re-elected upon the expiration of their term. If a member no longer serves as a director of the Company, they shall automatically lose their membership, and the committee shall supplement the number of members according to Articles 4 to 6 above.