万和电气: 董事会战略与发展管理委员会实施细则（2025年8月）

Core Points - The establishment of the Strategic and Development Management Committee aims to enhance the governance structure of Guangdong Vanward New Electric Co., Ltd. and improve the professionalism of major decision-making [2][3] - The committee is responsible for researching and providing recommendations on the company's medium to long-term development strategies and significant investment decisions [2][3] Committee Nature and Role - The committee is a specialized body under the board of directors, established with board approval [3] - It serves as an advisory body for the board on major issues related to strategic planning and investment management [3][4] - The committee operates independently within the authority granted by the board and is directly accountable to the board [4] Committee Composition and Appointment - The committee consists of three directors, including two independent directors [3][4] - Members 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][4] - The term of committee members aligns with that of the directors, and vacancies are filled according to established procedures [3][4] Committee Powers - The committee has the authority to review significant matters such as capital increases, reductions, mergers, divisions, liquidations, and listings of subsidiaries [4][5] - It can hire intermediary organizations for professional opinions as needed, with costs covered by the company [5] Meeting Rules - Meetings must be announced three days in advance and can be conducted in person or through other means [5][6] - A quorum requires the presence of at least two-thirds of the committee members [6] - Decisions require a majority vote from attending members, and meeting records must be accurate and comprehensive [6][7] Implementation and Amendments - The implementation rules take effect upon board resolution approval [7] - Any unresolved matters will follow national laws and the company's articles of association, with necessary amendments reported to the board [7]