TYPICAL(SH:600302) Zheng Quan Zhi Xing·2025-08-22 09:21General Provisions - The purpose of the implementation rules is to improve the corporate governance structure, strengthen the leading role of strategic management, enhance the normativity and scientific nature of decision-making, and improve the quality and effectiveness of major investment decisions [1] - The Strategic Committee is established by the Board of Directors to research and propose suggestions on the company's medium and long-term development strategies and major investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of three to seven directors, including at least one independent director [2] - The members are nominated by the Chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the Board of Directors [2] - The Chairman of the company serves as the head of the Strategic Committee [2] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term development strategies, major investment financing plans, significant capital operations, and other major matters affecting the company [3] - The committee is responsible to the Board of Directors, and its proposals are submitted for the Board's review and decision [3] Decision-Making Procedures - The Investment Review Group prepares for the Strategic Committee's decisions by providing relevant materials and conducting preliminary reviews [4] - The Strategic Committee discusses proposals from the Investment Review Group and submits the results to the Board of Directors [4] Strategic Management and Evaluation Procedures - The Strategic Implementation and Evaluation Group is responsible for organizing the development of strategies and plans [5] - This group tracks and evaluates the implementation of strategies and submits regular reports to the Strategic Committee [5] Meeting Rules - The Strategic Committee convenes meetings as needed, with a notice given three days in advance [6] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6] - Meeting records must be kept for at least ten years, and members have confidentiality obligations regarding the discussed matters [6][7]