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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/22 Erayak Power Solution Group Inc. F-1 24:4.6M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 1.40M
2: EX-3.1 Memorandum and Articles of Association HTML 188K
3: EX-10.1 Employment Agreement Between Zhejiang Leiya and HTML 32K
Lingyi Kong
12: EX-10.10 Form of Loan Agreement Between China Minsheng Bank HTML 139K
Corp. and Zhejiang Leiya Electronics Co. Ltd
13: EX-10.11 Form of Loan Agreement Between Zhejiang Chouzhou HTML 105K
Commercial Bank and Zhejiang Leiya Electronics Co.
Ltd
4: EX-10.2 Employment Agreement Between Zhejiang Leiya and HTML 31K
Lanling Gu
5: EX-10.3 Employment Agreement Between Erayak and Wang-Ngai HTML 26K
Mak
6: EX-10.4 Employment Agreement Between Erayak and Jizhou Hou HTML 25K
7: EX-10.5 Employment Agreement Between Erayak and Jing Chen HTML 25K
8: EX-10.6 Employment Agreement Between Erayak and Peiling HTML 25K
Cheng
9: EX-10.7 Promissory Note Between Lingyi Kong and Erayak HTML 11K
Power Solution Group Inc.
10: EX-10.8 Promissory Note Among Lingyi Kong, Erayak Power HTML 13K
Solution Group Inc. and Wenzhou New Focus
Technology & Electronic Co., Ltd.
11: EX-10.9 Form of Loan Agreement Between Longwan Rural HTML 26K
Commercial Bank and Zhejiang Leiya Electronics Co.
Ltd
14: EX-14.1 Code of Business Conduct and Ethics of the HTML 23K
Registrant
15: EX-21.1 List of Subsidiaries HTML 11K
16: EX-23.1 Consent of Tps Thayer HTML 10K
17: EX-99.1 Opinion of King & Wood Mallesons HTML 28K
18: EX-99.2 Audit Committee Charter HTML 24K
19: EX-99.3 Nominating Committee Charter HTML 15K
20: EX-99.4 Compensation Committee Charter HTML 17K
21: EX-99.5 Consent of Jizhou Hou HTML 10K
22: EX-99.6 Consent of Jing Chen HTML 9K
23: EX-99.7 Consent of Peiling Cheng HTML 9K
24: EX-99.8 Consent of Wang-Ngai Mak HTML 9K
Exhibit 99.4
CHARTER OF THE COMPENSATION COMMITTEE OF
ERAYAK POWER SOLUTIONS, INC.
Membership
The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Erayak Power Solutions, 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.
C:
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.
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.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Erayak Power Solution Group Inc. 20-F 12/31/23 118:9.5M EdgarAgents LLC/FA 5/15/23 Erayak Power Solution Group Inc. 20-F 12/31/22 120:8.9M EdgarAgents LLC/FA 11/29/22 Erayak Power Solution Group Inc. F-1/A 11/28/22 2:42K EdgarAgents LLC/FA 11/16/22 Erayak Power Solution Group Inc. F-1/A 2:4.1M EdgarAgents LLC/FA 10/27/22 Erayak Power Solution Group Inc. F-1/A 10/26/22 3:4.1M EdgarAgents LLC/FA 9/13/22 Erayak Power Solution Group Inc. F-1/A 4:3.5M EdgarAgents LLC/FA 7/29/22 Erayak Power Solution Group Inc. F-1/A 7:3.6M EdgarAgents LLC/FA 6/28/22 Erayak Power Solution Group Inc. F-1/A 3:3.5M EdgarAgents LLC/FA 3/29/22 Erayak Power Solution Group Inc. F-1/A 9:4.5M EdgarAgents LLC/FA 2/28/22 Erayak Power Solution Group Inc. F-1/A 11:4.2M EdgarAgents LLC/FA |