Chapter 1 General Principles
Article 1
To earnestly implement the "Opinions on Further Promoting State-owned Enterprises to Implement the 'Three Major' Decision-making System" and "Opinions on Strengthening Party Leadership in the Improvement of Corporate Governance in Central Enterprises," this document aims to strengthen the management of the "Three Major" decision-making processes at Yuanguang Software Co., Ltd. (hereinafter referred to as "the Company"), clarify decision-making authority, standardize decision-making processes, enhance execution supervision, and achieve safe and healthy development of the Company.
Article 2
The "Three Major" matters refer to significant decisions, important personnel appointments, major project arrangements, and large-scale financial operations. The decision-making for "Three Major" matters should adhere to the principles of collective, scientific, democratic, and legal decision-making, fully leveraging collective wisdom and strength, standardizing decision-making behavior, improving decision-making quality, preventing decision-making risks, and promoting anti-corruption and integrity construction.
Article 3
The specific matters of "Three Major" decisions shall be determined according to the responsibilities and authorities defined in the Company's Articles of Association, the Work Rules of the Party Committee of Yuanguang Software Co., Ltd., the Rules of Procedure for Board Meetings, and the Decision-making Management Measures authorized by the Board of Directors.
Article 4
These measures apply to the Company.
Chapter 2 Main Scope of "Three Major" Matters
Article 5
Significant decision matters refer to major issues that must be collectively decided by governance entities such as the Company’s Party Committee, Board of Directors, and Shareholders' Meeting, as stipulated by national laws and regulations, internal party regulations, and the Company’s rules and systems.
Article 6
Important personnel appointment matters refer to adjustments in the positions of senior management and other operational management personnel.
Article 7
Major project arrangement matters refer to the establishment and arrangement of projects that significantly impact the Company's asset scale, capital structure, and profitability.
Article 8
Large-scale financial operation matters refer to financial mobilizations and usages that exceed the limits authorized for the Company's operational management.
Article 9
The specific matters of "Three Major" decisions shall strictly follow the approval procedures and execution according to the Company's basic management systems, categorized by profession and level. Major projects must first undergo the "Three Major" decision-making procedures before issuing annual comprehensive plans, budget arrangements, and adjustments; undecided projects must not be implemented.
Chapter 3 Decision-making Authority for "Three Major" Matters
Article 10
The Party Committee has a statutory position in the Company's governance structure, playing a leading role in guiding direction, managing overall situations, and ensuring implementation. It is responsible for deciding or overseeing the direction of "Three Major" matters in significant decision-making.
Article 11
The Shareholders' Meeting is the Company's power institution, while the Board of Directors is the main decision-making body for operational matters, setting strategies, making decisions, and preventing risks. Major operational management matters must be discussed by the Party Committee before being decided by the Board of Directors according to its authority and prescribed procedures, or submitted to the Shareholders' Meeting for decision after being reviewed and approved by the Board.
Article 12
The management team is the Company's executive body, responsible for operations, implementation, and management, executing decisions made by the Party Committee, Shareholders' Meeting, Board of Directors, and special meetings of the Chairman.
Chapter 4 Basic Decision-making Procedures for "Three Major" Matters
Article 13
"Three Major" matters must be collectively decided in a meeting format and cannot be decided through individual consultations.