China Optics: Implementation Measures for the “Three Major and One Major” decision-making system

China Optics Group Co., Ltd.

Implement the implementation measures of the "three important and one important" decision-making system

Chapter 1 General Provisions

Article 1 In order to thoroughly implement the important instructions and requirements of General Secretary Xi Jinping on "two consistency", further strengthen the party style and clean government construction of China Optics Group Co., Ltd. (hereinafter referred to as the company), promote honest practice, standardize decision-making behavior, improve decision-making level, prevent decision-making risks, and strengthen implementation supervision, these measures are formulated in accordance with the relevant requirements of superiors and in conjunction with the actual situation of the company.

Article 2 The “three major and one major” matters in these Measures refer to major decision-making matters that require company decision-making, important personnel appointments and removals, major project arrangements and large-amount capital operation matters.

Article 3 The company shall adhere to the following principles when deciding on “three major and one major” matters:

(1) Adhere to the principle of collective decision-making. All decision-making entities of the company shall collectively discuss and decide the "three major and one major" matters in the form of meetings in accordance with their respective responsibilities, authorities and rules of procedure. Decisions shall not be made through individual solicitation of opinions to prevent arbitrary decisions by individuals or a small number of people.

(2) Adhere to scientific decision-making principles. It is necessary to strengthen investigation and research on the "three important and one major" decision-making matters, fully demonstrate and evaluate the feasibility, implementation conditions, implementation results, potential risks and expected benefits of the decision-making matters, enhance the scientific nature of the decision-making, and achieve pragmatism and efficiency.

(3) Adhere to the principle of democratic decision-making. Leaders participating in the "three important and one major" decision-making should express their wishes independently, and the main person in charge or the host should carefully listen to the opinions of the participants. For matters involving the vital interests of employees, the opinions and suggestions of employees should be widely listened to.

(4) Adhere to the principle of decision-making in accordance with the law. Comply with relevant laws, intra-party regulations, administrative regulations, company articles of association and company system regulations, strictly implement decision-making procedures, and ensure that decision-making is legal and compliant.

Article 4 The party committee secretary, chairman and general manager of the company are the main persons responsible for the implementation of these measures. They are responsible for the implementation of the "three important and one" decision-making system in the company, take the lead in implementing the principle of democratic centralism, take the lead in the implementation of the "three important and one" decision-making system, and consciously accept supervision.

Chapter 2 The main scope of the “Three Major and One Major” matters

Article 5 Major decision-making matters refer to matters that should be decided by the company's party committee, shareholders' meeting, board of directors, employee congress, etc. in accordance with relevant laws, intra-party regulations, administrative regulations, company articles of association, etc. Mainly include:

(1) The company implements the party and the country’s lines, principles, policies, laws and regulations, and the opinions and measures of superiors’ important decisions and work arrangements;

(2) The formulation and adjustment of major strategic management matters such as the company’s development strategy, operating policies, medium and long-term development plans;

(3) Matters concerning the establishment of the company’s institutional system;

(4) The company’s annual scientific research, production and operation plan, annual work report of the board of directors, financial budget and final accounts, disposal of accounts receivable, and internal organization adjustments and other major scientific research, production, operation and management matters;

(5) Major assets and property rights management matters such as the company’s major asset disposal, capital operations, and changes in important state-owned property rights;

(6) Matters concerning the company’s profit distribution, making up for losses, and increasing or decreasing registered capital;

(7) Major capital operation management matters such as merger, division, restructuring, dissolution, bankruptcy or change of company form of the company's affiliated units;

(8) The company’s salary distribution, welfare benefits, medical care, insurance and other matters involving the employees’ major vital interests;

(9) Major matters related to direct investment such as registration and establishment of companies, investment and shareholding;

(10) Major matters concerning the company’s production safety, ecological environmental protection, maintenance of stability, social responsibility, and rule of law;

(11) Important decisions and arrangements for the company’s party building, comprehensive and strict party governance, corporate culture construction, and safety and stability;

(12) Other major matters related to the overall situation, direction and strategy of the company, or major matters that need to be requested and reported to higher-level units.

Article 6 Important personnel appointment and removal matters refer to the job adjustment matters of middle-level managers managed by the company’s party committee in accordance with the authority of cadre management. Mainly include:

(1) The company’s leadership team’s own construction, division of labor and adjustments among members;

(2) The selection, appointment and removal, assessment, rewards and punishments of middle-level managers managed by the company, and reporting to the group company before appointment and removal as required;

(3) Appoint or replace shareholder representatives to the company’s wholly-owned, holding, or shareholding units, and recommend the board of directors, managers, and financial controllers;

(4) Management of middle-level reserve managers;

(5) Members of the company’s leadership team, members of the original company’s leadership team who have been removed from office and have not retired upon reaching the age of maturity, and members of the original company’s leadership team who have retired;

(6) The construction and management of the company’s leading talent team such as technology leaders, skill masters, skill leaders, and specially appointed experts;

(7) Other important personnel appointment and removal matters.

Article 7 Major project arrangement matters refer to the establishment and arrangement of projects that have a significant impact on the company's asset scale, capital structure, operating level, profitability, production equipment, and technical status, etc. Mainly include:

(1) Formulation and implementation of annual investment plans;

(2) Other major investment matters that have a significant impact on the group company;

(3) Major mortgages and pledges of the company;

(4) The company’s key equipment, technology introduction, bulk materials purchase and bulk services purchase;

(5) Other major project arrangements that require collective discussion and decision.

Article 8 Large-amount capital operation matters refer to the mobilization and use of funds that exceed the capital limits that leaders have the authority to mobilize and use according to relevant regulations of the company. Mainly include:

(1) Mobilization and use of large amounts of funds within the company’s annual budget;

(2) The company’s major financing and major internal borrowings from affiliated units;

(3) The company’s extra-budgetary or over-budget fund mobilization and use;

(4) The company’s external donations, sponsorships and assistance matters;

(5) Other large-amount capital operation projects.

Chapter 3 The authority and methods of decision-making on “three important and one major” matters

Article 9 The company's party committee has a legal status in the company's governance structure, plays a leadership role in setting direction, managing the overall situation, and ensuring implementation, and performs decision-making or directional responsibilities in decision-making on major matters. The company's party committee should implement the decisions and arrangements of the Party Central Committee and implement the national development strategy, and decide on major matters such as party building in accordance with regulations. According to the company's articles of association, matters requiring resolution or approval by the shareholders' meeting should be submitted to the shareholders' meeting for resolution or approval.

Major business management matters must be discussed and discussed by the company’s party committee before being decided by the board of directors in accordance with its powers and regulations. The company's party committee generally does not conduct preliminary research and discussion on matters that the board of directors authorizes the chairman and general manager to make decisions.

The party committee conducts decision-making and preliminary research and discussion in the form of party committee meetings.

Article 10 The board of directors is the main body of the company's business decision-making. It determines strategies, makes decisions, and prevents risks. It makes decisions on major business management matters in accordance with its powers and prescribed procedures, or reports them to the group company's party group for decision after deliberation and approval according to procedures. The board of directors may delegate some of its powers to the special equipment committee, chairman and general manager.

The board of directors generally makes decisions in the form of board meetings.

Article 11 The Special Equipment Committee will make decisions in the form of a Special Equipment Committee meeting after preliminary research by the company's Party Committee on the "three important and one major" matters authorized by the Board of Directors for special equipment work.

Article 12 The chairman of the board of directors shall, in accordance with his authority, make decisions on the "three important and one major" matters within the scope of authorization in the form of a special chairman's meeting.

Article 13 The management is the company's executive agency, planning operations, implementing implementation, and strengthening management. In accordance with his authority, the general manager makes decisions on the "three important and one major" matters within the scope of authorization in the form of a general manager's office meeting. The opinions of the party committee secretary and chairman of the board should generally be listened to before making decisions, and the meeting should be postponed if there are disagreements.

Article 14 The board of directors adheres to the principle of "authorization without exemption" to standardize authorization management, formulate an authorization management system in accordance with relevant regulations, and clarify specific authorization decision-making requirements. Matters that the group company's party group authorizes the company's board of directors to make decisions may not be delegated without the permission of the group company's party group.

Chapter 4 Basic procedures for decision-making on “three important and one major” matters

Article 15 Before submitting "three major and one major" matters to the meeting for decision-making, each host unit shall fully investigate and study, absorb opinions from all parties, perform legal and compliance review procedures, and form a complete proposal plan and decision-making reference materials.

For important personnel appointments and removals, the company's Party Committee should seek the opinions of the company's Discipline Inspection Commission on party style and integrity in advance. The Secretary of the Discipline Inspection Commission should participate in the selection and appointment of personnel from the motion stage and supervise the entire process.

For major investment and engineering construction projects, the opinions of relevant experts should be first listened to and the project review should be carried out in accordance with relevant regulations. If decision-making matters involve legal issues, they should be reviewed by the general counsel. Major issues involving the vital interests of employees must be reviewed by the employees' congress or workers' conference.

Article 16 Suggestions and decision-making reference materials shall be sent to all decision-making personnel in advance in accordance with the company's articles of association and relevant rules of procedure to ensure sufficient time for research and communication before the meeting is made. If necessary, listen to feedback in advance.

Article 17 The undertaking department or unit shall propose matters that need to be studied and decided based on relevant requirements and work needs. After being reviewed by the company's leaders in charge and the chief compliance officer, they shall be submitted to the host of the relevant decision-making meeting for approval and determination of the topics.

Article 18 Decision-making meetings must strictly abide by collective research and discussion requirements and can only be held if the specified number of people is met. Personnel participating in the decision-making process should fully discuss and express their opinions respectively, and the moderator of the meeting will finally issue a concluding opinion. When multiple matters are decided at a meeting, they should be studied and discussed one by one.

Article 19 The party committee secretary and chairman of the board of directors may attend the general manager's office meeting due to special work needs. Full-time deputy secretaries of the party committee can participate in or attend general manager office meetings according to the content of the agenda. The secretary of the Discipline Inspection Commission may attend board of directors meetings, board of directors special committee meetings, general manager office meetings, and other meetings that study and decide on major issues in the company's production, operation and management. Members of the party committee leadership team may participate in or attend special meetings convened by the chairman according to the content of the agenda. The secretary of the board of directors can attend important meetings of the board of directors and special committees, meetings of the party committee that discuss major business management matters in advance, special meetings of the chairman, and general manager office meetings. If the company's Party Committee or Board of Directors discusses or deliberates on matters involving legal issues, the General Counsel shall attend the meeting as a non-voting delegate.

Article 20 Personnel involved in decision-making must strictly implement the avoidance system. If a decision-making matter involves the person or relatives involved in the decision-making, he/she should take the initiative to apply for recusal. If the chairman or general manager needs to abstain from voting when making decisions on matters authorized by the board of directors, the matter shall be submitted to the board of directors for decision.

Article 21 The matters decided at the meeting, the process, participants and their opinions, conclusions and other contents must be recorded in complete detail through video, audio, text, etc., and archived for future reference. The meeting shall formulate meeting minutes or meeting resolutions based on the research and discussion, and formulate meeting minutes or meeting resolutions based on the decision-making opinions, which shall be signed by the chairperson of the meeting and issued to relevant departments, units and relevant personnel for implementation.

Article 22 For suggestions that have been postponed to the meeting or failed to pass the vote, analysis, research, communication and coordination should be strengthened, adjustments and improvements should be made according to procedures, and reports should be reported to superiors when necessary.

Article 23 In the event of force majeure or a major crisis and emergency situations where it is impossible to convene a meeting in time, if an individual or a small number of people make a temporary decision in accordance with relevant laws, intra-party regulations, administrative regulations or the company's articles of association, the person who made the temporary decision shall be responsible for the decision-making, report to the company's party committee and board of directors in a timely manner afterwards, and ratify it in accordance with procedural requirements.

Chapter 5 Implementation of Decisions on “Three Major and One Major” Matters

Article 24 "Three major and one major" matters shall be implemented strictly in accordance with the decision-making opinions, and the company leaders shall organize and implement them according to the division of labor, and the responsible entities and responsible persons shall be clearly defined. If individuals participating in decision-making have different opinions on the collective decision-making, they can retain it or report it to their superiors, but they are not allowed to change or refuse to implement it without making a new decision. If there are special circumstances that require major adjustments to the decision-making content, or if the decision-making opinions cannot be implemented due to major changes in the external environment, the decision-making procedures must be performed again in accordance with regulations.

Article 25 The company party committee must promote the implementation of decisions on “three major and one major” matters. The undertaking departments and units are responsible for implementing the "three major and one major" decision-making matters, and regularly report the implementation status and progress to the decision-making body. For matters that are not fully implemented or implemented poorly, relevant departments and units must be urged to make rectifications in a timely manner. Opinions must be made promptly on any inconsistencies with the party and national policies, laws and regulations, as well as deviations from reality, deviations and errors found during implementation. If they are not corrected, they must be reported to the group company in a timely manner.

Article 26: Strengthen the confidentiality management of confidential information related to "three important and one major" matters, mark the confidentiality level and period according to relevant regulations, clarify the responsibilities of all parties who know the information, implement confidentiality management and technical protection measures, and ensure information security.

Chapter 6 Implementation of the “Three Major One” Decision-making System

Article 27 In accordance with relevant laws, intra-party regulations, administrative regulations, company articles of association, party committee decision-making rules, board of directors rules of procedure and authorization management measures, chairman work rules, general manager work rules and other provisions, the company clarifies the specific content of the "three major and one major" matters, the responsible entities of each decision-making link, etc., and scientifically and comprehensively We will rationally determine the boundaries between "three important and one" matters and general matters, and matters authorized by the board of directors and unauthorized matters, and form a list of the company's "three important and one" matters and a division of powers of decision-making entities, which together with these measures will be reported to the group company for filing, and will be dynamically updated and improved according to operating conditions and development needs.

Article 28 In accordance with the requirements of the group company's supervisory information construction, establish and improve the company's "three important and one" decision-making operation system, and standardize and integrate information such as decision-making systems (including lists), decision-making meetings, decision-making matters, and decision-making execution. Implement the docking work with the group company's "three important and one" decision-making operation system. After the "three important and one" decision is made, the relevant decision-making status will be uploaded to the group company through the decision-making operation system in a timely manner.

Chapter 7 Supervision and Accountability of the “Three Major One” Decision-making System

Article 29 The company consciously accepts the supervision and inspection of the implementation of the "three important and one" decision-making system by the group company and other superior authorities in the assessment of the responsibility system for party building work, the assessment of the responsibility system for party style and clean government construction, and the evaluation of the board of directors.

Article 30 The company regards the implementation of the "three important and one" decision-making system as an important part of the party committee's democratic life meeting and performance report. It is necessary to strengthen the supervision and inspection of the implementation of the subordinate units and make it an important part of the inspection and supervision of each unit and the inspection and assessment of the leaders.

Article 31 The Company's Discipline Inspection Commission shall strengthen the supervision and inspection of the implementation of the "three important and one" decision-making system of the company's party committee and the party committees (party organizations) of its affiliated units. If any problems such as violations of decision-making procedures and ineffective implementation are found, opinions must be put forward in a timely manner; if corrections are found to be ineffective, they shall be reported to the group company.

Article 32 The company consciously accepts the supervision of party organizations at all levels and cadres and employees. Except for matters that should be kept confidential in accordance with national laws, regulations and relevant confidentiality provisions, the implementation of the "three majors and one major" decision-making system should be disclosed to an appropriate extent.

Article 33 The company must further improve the legal compliance review mechanism for major decisions, prevent violations of laws and regulations in major decisions, and give full play to the role of the legal compliance risk prevention mechanism in the "three majors and one major" decision-making system. When necessary, the audit department should conduct post-evaluation of the implementation of the "three majors and one major" decision-making system.

Article 34 If leaders at all levels of the company violate the "three important and one" decision-making system, fail to perform or perform their duties incorrectly, in accordance with relevant regulations, in accordance with management authority and procedures, and depending on the severity of the case, they will be criticized and educated, ordered to inspect, admonished, organized to deal with, financial penalties, etc.; those suspected of violating disciplines or violating duties or committing crimes will be transferred to the discipline inspection and supervision agency with management authority for disposal; those suspected of other illegal crimes will be transferred to relevant departments for disposal.

Article 35 Anyone who falls under any of the following circumstances shall be held accountable:

(1) Failure to comply with the scope, procedures and other provisions of the decision-making scope and procedures of the "Three Major and One Major" matters;

(2) An individual or a small number of people decide on “three important and one important” matters;

(3) When force majeure or a major crisis occurs, an individual or a small number of people really need to make a temporary decision, but there is no timely report afterwards;

(4) Taking the initiative to evade when deciding on “three important and one major” matters but not doing so;

(5) Decision-making errors due to insufficient plan demonstration;

(6) Breaking large sums of funds into parts or dismantling fund quotas to avoid collective decision-making;

(7) Refusing to implement or changing collective decisions without authorization;

(8) Ineffective or incorrect implementation of collective decisions, causing heavy losses or serious adverse consequences;

(9) Failure to report problems discovered during the decision-making process that should be reported;

(10) Violating confidentiality regulations and leaking collective decision-making matters or content;

(11) Tampering with the minutes of collective decision-making meetings;

(12) Other behaviors that violate these Implementation Measures.

Chapter 8 Supplementary Provisions

Article 36 These Measures, together with the rules of procedure for the work of each governance body of the company and other relevant systems, constitute the company's institutional system for implementing the "three important and one" decision-making system and shall be observed together.

Article 37 The company’s board of directors is responsible for interpreting and revising this system.