Core Viewpoint - The establishment of the Strategic Committee aims to enhance the company's core competitiveness, improve decision-making efficiency and quality in major investments and capital operations, and strengthen corporate governance [1]. Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to research and propose suggestions on the company's medium to long-term development strategy and major investment decisions [1][2]. - The committee consists of directors, with independent directors making up the majority and serving as conveners [2]. Group 2: Responsibilities and Authority - The Strategic Committee is responsible for researching and deciding whether to submit the company's medium to long-term development strategy and major investment projects for Board review [2]. - It conducts feasibility studies, negotiations, due diligence, and contract signing for significant new investment projects and decides on submission to the Board [2]. - The committee also researches major financing matters, such as stock and bond issuance, and decides on submission to the Board [2]. - It monitors and manages the implementation of approved matters and handles other tasks authorized by the Board [2]. Group 3: Meeting Rules - The Strategic Committee holds meetings based on the chairman's proposal, notifying all members seven days in advance [3]. - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [3]. - The committee can invite company directors and executives to attend meetings and may hire intermediaries for professional advice [3][4]. Group 4: Supplementary Provisions - The implementation rules will follow national laws and regulations, and any conflicts with updated laws or company articles will be revised accordingly [5]. - The rules become effective after being approved by the Board and the shareholders' meeting, with provisions related to stock listing to be implemented post-listing [5].
电光科技: 电光防爆科技股份有限公司董事会战略委员会实施细则