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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/23 HUHUTECH International Group Inc. F-1 3/29/23 35:18M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 7.09M
2: EX-3.1 Memorandum and Articles of Association HTML 209K
3: EX-10.1 Form of Employment Agreement by and Between HTML 52K
Executive Officers and the Company
11: EX-10.10 English Translation of Flexible Term Work Capital HTML 176K
Loan Agreement Between the Company and Bank of
China Dated July 19, 2022
12: EX-10.11 English Translation of Working Capital Loan HTML 118K
Contract Between the Company and Bank of Jiangsu
Dated March 19, 2020
13: EX-10.12 English Translation of Working Capital Loan HTML 101K
Contract Between the Company and Bank of Jiangsu
Dated March 22, 2021
14: EX-10.13 English Translation of Working Capital Loan HTML 207K
Contract Between the Company and Bank of Jiangsu
Dated April 19, 2021
15: EX-10.14 English Translation of Working Capital Loan HTML 134K
Contract Between the Company and Bank of Jiangsu
Dated March 15, 2022
16: EX-10.15 English Translation of Loan Contract Between the HTML 102K
Company and China Construction Bank Dated November
3, 2021
17: EX-10.16 English Translation of Agreement Between Li Yi HTML 14K
System Engineering (Shanghai) Limited and the
Company Dated September 15, 2020
18: EX-10.17 English Translation of Sales Agreement Between Auo HTML 69K
and the Company Dated December 8, 2020.
19: EX-10.18 English Translation of Installation Agreement HTML 55K
Between Hefei Lanke and the Company Dated April 1,
2021
20: EX-10.19 English Translation of Sales Agreement Between HTML 147K
Shiyuan and the Company Dated July 9, 2021
21: EX-10.20 English Translation of Project Contract Between HTML 1.29M
China Electronics and the Company Dated June 8,
2021
22: EX-10.21 English Translation of Employment Agreement HTML 53K
Between the Chief Executive Officer, Yujun Xiao,
and the Company
23: EX-10.22 English Translation of Employment Agreement HTML 52K
Between the Chief Financial Officer, Huiping
Zhang, and the Company
24: EX-10.23 English Translation of Employment Agreement HTML 50K
Between the Chief Technology Officer, Xiaoming
Chen, and the Company
25: EX-10.24 English Translation of Software Purchase Agreement HTML 44K
Between the Company and Anhui Zhongke Dated March
8, 2022
26: EX-10.25 The Company's Affidavit Regarding the Loan HTML 15K
Agreement With China Construction Bank
27: EX-10.26 The Company's Affidavit Regarding the Loan HTML 15K
Agreement With Bank of Ningbo
4: EX-10.3 Lease Agreement Between the Company and Yue Li HTML 27K
Leasing Service (Nanjing) Co., Ltd
5: EX-10.4 English Translation of Lease Agreement Between the HTML 44K
Company and Chongda He
6: EX-10.5 English Translation of Property Certificate of HTML 19K
Tianan Zhihui City Property Owned by the Company
7: EX-10.6 English Translation of Property Purchase Contract HTML 64K
Between the Company and Regarding the Purchase of
Tiananzhihui City Property
8: EX-10.7 English Translation of Flexible Term Working HTML 225K
Capital Loan Agreement Between the Company and
Bank of China Dated June 22, 2022
9: EX-10.8 English Translation of Working Capital Loan HTML 142K
Agreement Between the Company and Bank of Nanjiing
(Wuxi Branch) Dated July 18, 2022
10: EX-10.9 English Translation of Working Capital Loan HTML 95K
Agreement Between the Company and Bank of Ningbo
Dated March 28, 2022
28: EX-14.1 Code of Business Conduct and Ethics of the HTML 29K
Registrant
29: EX-21.1 List of Subsidiaries HTML 15K
30: EX-23.1 Consent of Wei, Wei & Co., LLP HTML 14K
35: EX-FILING FEES Filing Fee Table HTML 19K
31: EX-99.2 Audit Committee Charter HTML 28K
32: EX-99.3 Compensation Committee Charter HTML 22K
33: EX-99.4 Nomination Committee Charter HTML 22K
34: EX-99.6 Request for Waiver and Representation Under Item HTML 19K
8.A.4 of Form 20-F
Exhibit 99.3
CHARTER OF THE COMPENSATION COMMITTEE OF
HUHUTECH INTERNATIONAL GROUP INC.
Membership
The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of HUHUTECH International Group Inc. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market.
Each member of the Committee must qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The members of the Committee shall be appointed by the Board based on recommendations from the nominating and corporate governance committee of the Board. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.
Purpose
The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the review and determination of executive compensation.
Duties and Responsibilities
The Committee shall have the following authority and responsibilities:
To review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), evaluate at least annually the CEO’s performance in light of those goals and objectives, and recommend to the Board for approval the CEO’s compensation level based on this evaluation. The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation.
To review and make recommendations to the Board regarding the compensation of all other executive officers.
To review, and make recommendations to the Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by the shareholders of the Company, which includes the ability to adopt, amend and terminate such plans. The Committee shall also have the authority to administer the Company’s incentive compensation plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan.
To review, and make recommendations to the Board regarding, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.
To review all director compensation and benefits for service on the Board and Board committees at least once a year and to recommend any changes to the Board as necessary.
To oversee, in conjunction with the Board, engagement with shareholders and proxy advisory firms on executive compensation matters.
Outside Advisors
The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.
In retaining or seeking advice from compensation consultants, outside counsel and other advisors (other than the Company’s in-house counsel), the Committee must take into consideration the factors specified in Nasdaq Listing Rule 5605(d)(1)(D). The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.
The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. Any compensation consultant retained by the Committee to assist with its responsibilities relating to executive compensation or director compensation shall not be retained by the Company for any compensation or other human resource matters.
2
Structure and Operations
The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.
The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
Performance Evaluation
The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/17/24 HUHUTECH International Group Inc. F-1/A 5:10M EdgarAgents LLC/FA 5/31/23 HUHUTECH International Group Inc. F-1/A 2:8.1M EdgarAgents LLC/FA |