鼎信通讯: 鼎信通讯董事会战略委员会工作细则（2025年8月）

Core Viewpoint - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes in line with its strategic development needs [2]. Group 1: General Provisions - The company has established a Strategic Committee under the Board of Directors to research long-term development strategies and major investment decisions, providing recommendations to the Board [2]. - The Strategic Committee operates independently from other departments or individuals within the company [2]. Group 2: Composition of the Committee - The Strategic Committee consists of three directors [3]. - Members and the chairperson of the Strategic Committee are nominated by the Chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the Board [3]. - The term of the Strategic Committee aligns with that of the Board, and members who cease to be directors automatically lose their committee membership [3]. Group 3: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and recommending long-term development strategies, major investment plans, and significant capital operations that require Board approval [4]. - The Strategic Committee is accountable to the Board and must submit all research and discussion materials in the form of reports and recommendations [4]. Group 4: Meeting Procedures - The Strategic Committee can convene meetings based on the company's needs, with the Chairman, General Manager, or a third of the directors able to request a meeting [7]. - Meetings are primarily held in person but can also be conducted via video or phone if necessary [7]. - Meeting notifications must be sent at least three days in advance, detailing the time, location, agenda, and contact information [8]. Group 5: Voting and Decision-Making - A quorum for the Strategic Committee meetings requires the presence of more than half of the members [9]. - Decisions are made by a majority vote, with each member holding one vote [9]. - The committee can invite relevant personnel to attend meetings for additional insights, but non-members do not have voting rights [9]. Group 6: Meeting Records and Confidentiality - Meetings must be recorded, including details such as date, attendees, agenda, and voting results [11]. - All attendees are bound by confidentiality regarding the matters discussed in the meetings [11]. - Meeting records and resolutions must be signed by the members and stored for a minimum of ten years [11].