湖南凯美特气体股份有限公司董事会 （2025 年 7 月修订） 第一章 总则 第一条 为适应湖南凯美特气体股份有限公司（以下简称"公司"）企业战 略的发展需要，保证公司发展规划和战略决策的科学性，增强公司的可持续发 展能力，提高董事会工作效率和科学决策能力，根据《中华人民共和国公司 法》（以下简称"《公司法》"）、《深圳证券交易所股票上市规则》、《深 圳证券交易所上市公司自律监管指引第1号——主板上市公司规范运作》及《公 司章程》及其它有关规定，特设立战略委员会,并制定本议事规则。 第二条 公司董事会设置战略委员会，主要负责对公司长期发展战略和重大 投资决策进行研究并提出建议。 第三章 职责权限 第七条 战略委员会的主要职责权限: (一)对公司长期发展战略规划进行研究并提出建议； (二)对《公司章程》规定须经董事会批准的重大投资融资方案进行研究并 提出建议； (三)对《公司章程》规定须经董事会批准的重大资本运作,资产经营项目进 行研究并提出建议； (四)对其他影响公司发展的重大事项进行研究并提出建议； (五)对以上事项的实施进行检查； (六)董事会授权的其它事宜。 第二章 人员组成 第三条 战略委员会成员由三 ...

Core Viewpoint - The company has established a Strategic Committee under the Board of Directors to enhance its core competitiveness and improve the quality and effectiveness of major investment decisions [1][2]. Group 1: Establishment and Composition - The Strategic Committee is a specialized working body of the Board, responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2]. - The committee consists of three directors, including a chairperson elected from among the members, and is nominated by the Chairman or a majority of independent directors [3][4]. - The term of the committee members aligns with their term as directors, and they can be re-elected [3]. Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, significant capital operations, and other major matters affecting the company [4][5]. - The committee is accountable to the Board of Directors, and its proposals must be submitted for the Board's review and decision [3]. Group 3: Meeting Procedures - Meetings of the Strategic Committee must be notified three days in advance, although exceptions can be made in urgent situations [3]. - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority of the members present [4][5]. - The committee may invite other directors and senior management to attend meetings if necessary [4]. Group 4: Documentation and Confidentiality - Meeting records must be kept for at least ten years, and members are required to sign the records [5]. - Proposals and voting results from the committee meetings must be documented in writing and submitted to the Board of Directors [5].

Group 1 - The core objective of the company is to enhance its core competitiveness and improve decision-making processes for major investments through the establishment of a strategic committee [1][2] - The strategic committee is responsible for researching and proposing suggestions on the company's long-term development strategies and significant investment decisions [2][8] - The strategic committee consists of three directors, including the chairman and at least one independent director, ensuring a balanced representation [2][3] Group 2 - The strategic committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [8][9] - An investment review group is established under the strategic committee, led by the company's general manager, to prepare for decision-making [2][10] - The decision-making process involves initial reviews by the investment review group, followed by discussions and proposals submitted to the board of directors [10][11] Group 3 - Meetings of the strategic committee require at least two-thirds of members to be present, and decisions are made based on a majority vote [12][13] - Various voting methods are allowed, including hand votes, written votes, and electronic voting, ensuring flexibility in decision-making [14] - The strategic committee may invite external professionals for advice, with costs covered by the company [16][17] Group 4 - The regulations governing the strategic committee will take effect upon approval by the board of directors, ensuring compliance with relevant laws and the company's articles of association [21][22] - The board of directors holds the interpretation rights of these regulations, maintaining oversight and governance [23]

Group 1 - The company aims to enhance its core competitiveness and improve decision-making processes through the establishment of a strategic committee [1][2] - The strategic committee is composed of three directors, including at least one independent director, and is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [1][2] - The strategic committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and significant capital operations [1][2][3] Group 2 - The strategic committee is accountable to the board of directors, and its proposals must be submitted for board review and decision [2] - A working group is responsible for preparing the strategic committee's decisions by gathering relevant information and conducting preliminary reviews [2][3] - The strategic committee meetings require the presence of at least two-thirds of its members to be valid, and decisions must be approved by a majority [3][4] Group 3 - The strategic committee can invite external professionals for expert opinions if necessary [4] - Meeting records must be kept, and attendees are required to maintain confidentiality regarding the discussed matters [4] - The implementation details of these guidelines will take effect upon approval by the board of directors [4]