中大力德: 董事会战略委员会工作细则（2025年8月）

Core Points - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making efficiency regarding major investments and capital operations [2][3] - The Strategic Committee is composed of three directors, with two-thirds being independent directors, and is chaired by the company's chairman [3][4] - The committee's main responsibilities include researching and providing recommendations on the company's long-term development strategy and significant investment decisions [3][5] Composition - The Strategic Committee consists of three members, with a majority being independent directors [3] - Members are nominated by the chairman or more than one-third of the board and elected by a majority of the board [3][4] - The chairman of the company serves as the committee's chairperson [3] Responsibilities - The primary duty of the Strategic Committee is to study and propose recommendations on the company's long-term strategies and major investment decisions [3][5] - The committee must operate within the framework of the Company Law, the company's articles of association, and the established work rules [3][5] Decision-Making Process - Relevant department heads must submit reports on major investment and financing projects for the committee's review before being sent to the board [5] - The committee must form resolutions based on discussions and submit them along with relevant proposals to the board for approval [5] Meeting Rules - The committee meets at least once a year, with meetings called by the chairperson [7] - A quorum requires the presence of at least two-thirds of the members, and decisions are made by a majority vote [7][8] - Meetings can be held in person or via communication methods, and members must express clear opinions on agenda items [7][8] Additional Provisions - The committee may invite other directors or executives to attend meetings if necessary [8] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [8][9] - The rules take effect upon approval by the board and are subject to amendments in accordance with national laws and regulations [10]