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Jiangsu Shentong Valve Co., Ltd. Board of Directors of the Chairman of the Board of Authorization Rules
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Board of Directors' Delegation of Authority to the Chairman
(Revised at the third meeting of the sixth session of the Board of Directors)
1. In order to standardize the operation and management of the company, improve the efficiency of decision-making, and further clarify the examination and approval authority of the chairman of the board of directors, these authorization rules are formulated in accordance with laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and other relevant systems, and in combination with the actual situation of the company.
2. Subject to the laws and regulations and the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors and other relevant systems, the Board of Directors authorizes the Chairman of the Board of Directors in terms of foreign investment, sale, acquisition of assets and external borrowing as follows:
1. Authorization for medium-and long-term investment and equity transfer of one year or more: the amount of funds used/involved in a single foreign investment or equity transfer or the net book value of physical assets shall not exceed 5% of the net assets of the company's latest audited consolidated accounting statements, or the cumulative total foreign investment within one year shall not exceed 10% of the net assets of the company's latest audited consolidated accounting statement and shall not exceed 8% of the company's total assets.
2. The authorization of foreign short-term investment within one year (refers to the investment of financial products such as stocks, funds, bonds, futures and derivatives, including entrusted financial management): the amount of funds used in a single foreign short-term investment shall not exceed 2% of the net assets of the company's latest audited consolidated statement, or the cumulative total amount of foreign short-term investment within 12 consecutive months shall not exceed 5% of the net assets of the company's latest audited consolidated statement and shall not exceed 4% of the company's total assets.
3. Authorization to borrow from banks, credit unions and other financial institutions: the amount of a single loan from banks and other financial institutions shall not exceed 5% of the total assets of the latest audited consolidated statement (or the equivalent foreign currency, converted according to the median price of the foreign exchange borrowed on the day before the signing of the loan contract into RMB, the same below), or the cumulative amount of borrowings for 12 consecutive months does not exceed 12% of the total audited consolidated assets in the most recent period.
4. Authorization of guarantee (including mortgage and pledge): the amount of debt guaranteed by a single external guarantee shall not exceed 3% of the net assets of the latest audited consolidated statement; the total amount of external guarantee of the company and its holding subsidiaries shall not exceed any guarantee provided within 15% of the net assets of the latest audited consolidated statement of the company (except guarantee for related parties).
5. Authorization to sell assets: the net book value of a single sale of assets shall not exceed 3% of the total assets of the company's latest audited consolidated statement, and the cumulative net book value of assets sold within 12 consecutive months shall not exceed 10% of the total assets of the company's latest audited consolidated statement.
6. Authorization to acquire assets: the amount of funds used in a single acquisition of assets shall not exceed 3% of the total assets of the company's latest audited consolidated statement, and the amount of funds used in the cumulative acquisition of assets within 12 consecutive months shall not exceed 10% of the total assets of the company's latest audited consolidated statement.
1. The chairman of the board of directors shall exercise his duties in accordance with the Articles of Association and the powers granted by the board of directors. If the matters involved exceed the scope of its authorization or belong to the laws and regulations and the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and other relevant systems that must be deliberated and decided by the board of directors and the general meeting of shareholders, the relevant proposals shall be submitted to the board of directors and the general meeting of shareholders for deliberation and decision-making.
Matters not covered in these rules shall be implemented with reference to laws and regulations and the relevant provisions of the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors and other relevant systems. If these rules conflict with the relevant provisions of the above-mentioned documents, they shall be implemented in accordance with the relevant provisions of the above-mentioned documents.
These Rules shall be interpreted and amended by the Board of Directors of the Company.
These Rules shall be formally implemented from the date of adoption by the Board of Directors of the Company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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