Tianjin Guangyu Development Co.Ltd(000537)
Detailed rules for the implementation of the “three important and one large” decision
(reviewed and approved by the 22nd Meeting of the 10th board of directors of the company)
Chapter I General Provisions
Article 1 in order to conscientiously implement the regulations of the Communist Party of China on the work of grass-roots organizations in state owned enterprises (for Trial Implementation), the opinions on strengthening the party’s leadership in improving corporate governance in central enterprises, the opinions on further promoting the implementation of the “three important and one large” decision-making system in state-owned enterprises, and implement the requirements of “two consistency”, so as to unify strengthening the party’s leadership and improving corporate governance, The detailed rules are formulated to accelerate the improvement of the modern enterprise system with Chinese characteristics, further strengthen the “three important and one large” decision-making management of Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”), ensure the preservation and appreciation of state-owned assets and realize the safe and healthy development of the company.
Article 2 “three important and one major” matters refer to matters involving major decisions of the enterprise, appointment and removal of important personnel, arrangement of major projects and operation of large amount of funds. The “three important and one big” decision-making adheres to the principles of collective decision-making, scientific decision-making, democratic decision-making and decision-making according to law, gives full play to the collective wisdom and strength, standardizes decision-making behavior, improves decision-making level, prevents decision-making risks, and promotes the construction of anti-corruption and integrity.
Article 3 the Party committee of the company plays a leading role in guiding the direction, managing the overall situation and promoting implementation. The chairman of the board and the Secretary of the Party committee are the main responsible persons for implementing the “three important and one big” decision-making system, and the members of the leading group bear corresponding responsibilities according to the division of responsibilities.
Article 4 the “three important and one major” matters shall be decided in accordance with the company’s articles of association, the working rules of the Party committee, the rules of procedure of the board of directors, the working rules of the general manager and other basic systems of corporate governance. The Party committee of the company shall perform the pre research and discussion procedure for major operation and management matters within the decision-making scope of other corporate governance subjects.
Article 5 these measures are applicable to the headquarters of the company.
Chapter II decision scope
Article 6 major decision-making matters refer to major matters that should be collectively decided by the company’s Party committee and other corporate governance subjects in accordance with national laws and regulations, inner-party regulations and company rules and regulations.
Article 7 important personnel appointment and removal refers to the post adjustment of the management personnel of the company’s Party committee and other operation and management personnel.
Article 8 major project arrangement refers to the establishment and arrangement of projects that have an important impact on the company’s asset scale, capital structure, profitability, scientific and technological research and development, information technology, etc.
Article 9 the operation of large amount of funds refers to the transfer and use of funds exceeding the capital limit that the company’s leaders have the right to transfer and use.
Article 10 the company implements the annual comprehensive plan and budget management. The arrangement of industrial capital construction, small capital construction, technical transformation and overhaul, sporadic purchase, scientific and technological research and development, information construction, education and training and other projects shall be strictly examined and approved by discipline and level according to the hierarchical examination and approval authority and standards of the company. After performing the specified procedures such as comprehensive plan and budget preparation, it shall be included in the annual comprehensive plan, budget arrangement and adjustment, and the decision-making procedure shall be performed centrally. Among them, some major projects shall first implement the decision-making procedures of “three important and one large”, and then be included in the annual comprehensive plan, budget arrangement and adjustment.
Article 11 the specific matters of the “three important and one big” decision-making shall be implemented in accordance with the basic systems of corporate governance such as the articles of association and the working rules of the Party committee, as well as the management systems such as comprehensive planning, financial funds, investment, property rights, cadres and personnel. Chapter III decision making procedures
Article 12 collective decisions on “three important and one major” matters shall be made in the form of meetings, and decisions shall not be made in the form of individual solicitation of opinions.
Article 13 the decision-making meeting can be held only when the number of people meets the requirements. The participants shall fully discuss and express their opinions, and the moderator of the meeting shall finally make concluding comments. When the meeting decides on multiple matters, it shall study and decide one by one. If there are serious differences, the decision should generally be postponed.
Article 14 in case of emergency, if the decision is made temporarily by an individual or a small number of people, the temporary decision-maker shall be responsible for the decision-making, timely report afterwards and ratify it according to the specified procedures.
Article 15 strictly implement the relevant provisions of the company’s official withdrawal. When the “three important and one big” decision-making matters have an interest in the leading cadres themselves and their close relatives, or there are other circumstances that affect the fair decision-making, the relevant leading cadres shall withdraw.
Article 16 before the “three important and one major” matters are submitted to the meeting for collective decision-making, they shall be deeply investigated and studied, fully deliberated before the meeting, carried out legal compliance review, audit and risk assessment in accordance with the regulations, and widely absorbed the opinions of all parties. Relevant matters shall be implemented in accordance with relevant rules and regulations of the company.
Article 17 major business and management matters of the company must be studied and discussed by the Party committee of the company before the board of directors makes a decision in accordance with its functions and powers and specified procedures. The major business management matters discussed in the pre research mainly include: (I) major measures to implement the decision-making and deployment of the CPC Central Committee and the national development strategy;
(II) formulate the company’s medium and long-term business strategy and development plan;
(III) the company’s annual business plan and investment plan;
(IV) increase or decrease of registered capital, issuance of bonds or other securities and listing plan of the company;
(V) the company’s annual financial budget plan and budget adjustment plan, annual financial settlement plan, profit distribution plan and loss recovery plan;
(VI) major matters in production and operation such as the company’s construction of major projects, the mobilization and use of large amounts of funds within the budget, and the mobilization and use of funds beyond the budget;
(VII) large amount donation, sponsorship and other large amount fund operation matters of the company;
(VIII) the company’s major asset restructuring plan, the company’s major acquisition, acquisition of the company’s shares, or the plan of merger, division, dissolution, liquidation and change of the company’s form;
(IX) the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, financial assistance, entrusted financial management, related party transactions and other major matters with a certain amount or more;
(x) establishment and adjustment plan of the company’s internal management organization;
（11） Formulation and amendment of the articles of association, proposal of the amendment plan, formulation and amendment of the basic management system; （12） The company’s assessment and distribution plan, medium and long-term incentive plan, equity incentive plan, employee stock ownership plan and employee income distribution plan;
（13） Major matters involving the rights and interests of employees such as the democratic management of the company and the diversion and resettlement of employees;
（14） Major issues related to safety and environmental protection, stability maintenance and social responsibility of the company;
（15） The company’s major risk management strategies and solutions, and major litigation, arbitration and other legal affairs handling solutions;
（16） The management system authorized by the board of directors to the management and the decision-making scheme authorized by the board of directors;
（17） Major information disclosure of the company;
（18） Hire or replace the accounting firm audited by the company;
（19） Change the purpose of raised funds;
（20） Appointing or dismissing directors and supervisors not held by employee representatives and their remuneration, senior managers of the company and their remuneration, rewards and punishments;
（21） Other important matters that need to be studied and discussed by the Party committee.
The matters mentioned in the preceding paragraph shall be handled in accordance with the procedures of the shareholders’ meeting in accordance with the provisions of the company law and the articles of association.
Article 18 all decision-making personnel shall be informed of the decision-making matters in advance, and relevant materials shall be provided. If necessary, feedback can be heard in advance. The appointment and removal of important personnel should adhere to the principle of the party managing cadres, and seek the opinions of discipline inspection organizations in advance. To study and decide on major issues in enterprise restructuring and operation and management, major matters involving the vital interests of employees, and formulate important rules and regulations, the opinions and suggestions of employees shall be listened to through the employee congress or other forms.
Article 19 If an individual participating in the decision-making has different opinions on the collective decision-making, he may retain it or report it to the superior, but he may not change or refuse to implement it without making a new decision.
Article 20 the matters, processes, participants, opinions and conclusions decided at the meeting shall be recorded in a complete and detailed manner and filed for future reference.
Article 21 for matters that should be reported to the competent government department or superior unit for approval or filing in accordance with the provisions, after the decision is made, it shall be submitted to the competent government department for approval or filing in time.
Article 22 the Party committee of the company shall promote the implementation of the decision, strengthen the supervision, and timely correct the situation found in the implementation that is inconsistent with the principles and policies of the party and the state, laws and regulations and the decision of the Party committee of the company or divorced from the reality. Article 23 strengthen the post decision evaluation of “three important and one big” decision-making, timely organize a comprehensive evaluation of the implementation effect of the decision-making, and decide to continue, adjust, improve or terminate the implementation of the decision-making according to the post evaluation and the new situations and problems in the process of decision-making implementation.
Article 24 in the process of decision-making implementation, if it is necessary to make major adjustments to the contents of the decision-making, the decision-making procedures shall be performed again in accordance with the provisions.
Article 25 in accordance with national policies and regulations and in combination with the reality of the company’s reform and development, constantly improve the decision-making mechanism combining collective decision-making with employee participation and expert consultation, improve the “three important and one big” decision-making supporting systems such as finance, investment and cadre and personnel management, and improve the decision-making and approval system with clear rights and responsibilities and standardized procedures. Chapter IV Supervision and inspection
Article 26 strengthen the construction of the “three important and one major” decision-making system and the supervision and inspection of its implementation. The key points of supervision and inspection include whether the scope of “three important and one major” matters is comprehensive and scientific, whether the decision-making procedures are strict, and whether the accountability measures are effective.
Article 27 the organization and personnel department shall take the implementation of the “three important and one big” decision-making system as an important content of the investigation and assessment of the management cadres of the company’s Party committee and an important basis for appointment and removal.
Article 28 the audit department shall take the implementation of the “three important and one big” decision-making system as an important content of economic responsibility audit and an important basis for the audit evaluation of the performance of economic responsibility.
Article 29 the Party committee, the board of directors and the management shall implement the requirements of the reform of the discipline inspection and supervision system, support the company’s discipline inspection institutions to carry out their work and consciously accept supervision.
Discipline inspection organizations and patrol inspection institutions should take the implementation of the “three important and one big” decision-making system as an important part of the assessment, daily supervision and patrol supervision of the responsibility system for building a clean and honest government, and strengthen the supervision and inspection of the implementation of the “three important and one big” decision-making system.
Article 30 managers who violate the “three important and one big” decision-making system shall be investigated for responsibility according to relevant regulations and circumstances. Those who obtain illegitimate economic benefits in violation of the decision-making system or cause economic losses to the enterprise shall be ordered to return or bear the responsibility of economic compensation.
Article 31 strictly implement the company’s confidentiality regulations, strengthen the confidentiality management of “three important and one large” decision-making information, and ensure that there is no loss and disclosure of secrets.
Chapter V supplementary provisions
Article 32 the comprehensive management department of the company shall be responsible for the interpretation of these measures.
Article 33 These Measures shall come into force as of the date of printing and distributing. The original detailed rules for the implementation of the decision of Tianjin Guangyu Development Co.Ltd(000537) “three important and one major” (Trial) (Jin Guang Yu Dang [2021] No. 64) shall be repealed at the same time.
Tianjin Guangyu Development Co.Ltd(000537)
Main issues of “three important and one large” decision-making
1、 Major decision-making matters
(I) implement the central decision-making and deployment
1. The company’s work measures to implement major decisions and arrangements, important documents and systems of the party and the state.
(II) Party Building
2. The company’s party’s political construction, ideological construction, organization construction, style construction, discipline construction, as well as system construction and promoting the construction of Party style and clean government.
3. Important matters in the company’s publicity and ideology, united front group, spiritual civilization, ideology, corporate culture and team building, and democratic management.
4. Important matters in the company’s patrol, supervision and inspection.
5. Selection, commendation and recommendation of important advanced of the company.
6. Handling of disciplinary and illegal cases of the company.
(III) important deployment
7. The company’s business policy and investment plan.
8. Important meeting documents such as employee congress, annual and mid year working meetings of the company; The work report of the board of directors, the work report of the general manager, the work report of the board of supervisors, etc.
9. Overall important matters in terms of safety production, operation and management of the company.
10. The company’s annual business objectives and plans, investment plans and their adjustments.
11. The company’s annual financial budget and final settlement plan and its adjustment.
12. Profit distribution plan and loss recovery plan of the company.
13. The company hires or dismisses the accounting firm responsible for the audit of the company’s financial accounting report and internal control and its remuneration.
14. The articles of association and its amendment plan.
15. Major financial events, accounting policies and accounting estimate change plan of the company; Provision for impairment, bad debt write off and other major accounting treatment.
16. Internal audit report, important audit report and annual audit plan of the company.
17. The company purchases or sells assets, invests abroad (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.), rents in or leases out assets, signs management contracts (including entrusted operation, entrusted operation, etc.), donates or receives donated assets, reorganization of creditor’s rights or debts, transfer of research and development projects, signing license agreements, etc.
18. Periodic reports.
19. Change of commitment.
20. Related party transactions.
(IV) reform work
21. Major asset restructuring and other important matters of listed companies.
22. Implement important reform programs.
(V) property right management
23. Termination and liquidation of the enterprise.
24. Equity changes caused by enterprise merger, division, restructuring, capital increase or decrease, etc.
25. Profit and cash distribution plan of affiliated units.
26. Decide on the major issues involved in the exercise of the shareholders’ rights of the invested enterprise by the company.
(VI) human resources
27. Establishment scheme of the company’s internal management organization.
