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Jiangsu Shentong Valve Co., Ltd. Foreign Donation Management System
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
foreign donation management system
(formulated by the third meeting of the sixth board of directors)
Chapter I General Provisions
The first purpose
In order to standardize the external donation behavior of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as "the company"), strengthen the management of the company's external donation matters, safeguard the interests of shareholders, creditors and employees, better fulfill the company's social responsibility, comprehensively and effectively enhance and publicize the company's corporate image, in accordance with the "the People's Republic of China Public Welfare Donation Law", "the People's Republic of China Company Law", "Guidelines for the Articles of Association of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 1-Main Board Listed Companies" Standardized Operation "and other laws and regulations related to foreign donations, this system is specially formulated.
Article 2 Definitions
The term "foreign donation" as mentioned in this system refers to the company's voluntary and free donation of legal property that it has the right to dispose of to legal recipients for public welfare undertakings that are not directly related to production and operation activities. to help society resist natural disasters, build a harmonious ecological environment, help poor groups, increase social welfare and other public welfare social activities.
Article 3 Scope of application
This system applies to Jiangsu Shentong Valve Co., Ltd. and its subsidiaries. Without the written authorization of the parent company, the subsidiary of the company shall not privately carry out foreign donations.
Chapter II Principles of Foreign Donations
Article 4 Foreign donations shall generally follow the following principles and requirements:
(I) voluntary unpaid. After the company donates to the outside world, it shall not require the recipient to create convenient conditions in financing, market access, administrative licensing, possession of other resources, etc., which will lead to unfair competition in the market.
(II) rights and responsibilities are clear. The operator or other employees of the company shall not donate the property owned by the company in the name of an individual, and the company shall have the right to require the donee to implement his legitimate willingness to donate.
(III) do what we can. If the company has incurred losses or will cause losses or affect the normal production and operation of the company due to external donations, it is generally not allowed to donate except under special circumstances.
(IV) honest and trustworthy. Donations that the company has deliberated and decided in accordance with the internal rules of procedure and has promised to the public or the recipient of the donation must be honestly fulfilled.
Chapter III Types and Scope of Foreign Donations
Article 5 Types of Donation
(I) public welfare donations, that is, donations to education, science, culture, health care, sports, environmental protection, and the construction of social public facilities.
(II) relief donations, that is, to areas suffering from natural disasters or "old, young, border, poor" recognized by the state, as well as charitable associations, Red Cross, disabled persons' federations, youth foundations and other social organizations or social vulnerable groups and individuals in difficulties for production, living relief and assistance.
(III) other donations, that is, in addition to the above-mentioned donations, the company's donations for the promotion of humanitarian purposes or other social public welfare undertakings that promote social development and progress.
Article 6 Donation Scope
The property that the company can use for external donations includes cash, inventory goods and other materials. The main fixed assets needed for the production and operation of the company, the equity and creditor's rights held, the special reserve materials of the state, the state financial allocation, the entrusted escrow property, the property for which the security right has been set up, the property with unclear ownership relationship, or the goods and materials that have deteriorated, damaged or expired and scrapped shall not be used for foreign donations.
The beneficiaries of the company's external donations shall be units, socially disadvantaged groups or individuals outside the company. The company shall not make donations to employees within the company or to units that have a controlling or controlled relationship with the company in terms of operation or finance.
Chapter IV Decision-making procedures and rules for external donations.
Article 7 Approval of authority limit
Foreign donations are subject to a full fiscal year as the accounting cycle, with approval graded according to the size of the donation. Foreign donations include cash donations and donations of in-kind assets, of which in-kind assets are calculated at the net book value at the time of donation and the currency is RMB, and the corresponding decision-making procedures are specified as follows:
If the amount of a single donation from a (I) company or the accumulated amount of foreign donations for 12 consecutive months does not exceed 1 million yuan (inclusive), the president of the company shall be responsible for the examination and approval of the donation proposal;
If the amount of a single donation from a (II) company or the accumulated amount of foreign donations for 12 consecutive months exceeds 1 million yuan but does not exceed 5 million yuan (inclusive), it shall be reviewed and approved by the president's office meeting and submitted to the chairman for approval;
(III) the amount of the company's single donation to foreign countries or the cumulative amount of foreign donations for 12 consecutive months exceeds 5 million yuan, but does not exceed 10 million yuan (inclusive), it shall be reviewed and approved by the company's board of directors;
If the amount of a single donation from a (IV) company or the accumulated amount of foreign donations for 12 consecutive months exceeds 10 million yuan, it shall be approved by the general meeting of shareholders of the company;
(V) the total amount of foreign donations by the company exceeds 10 million yuan in a fiscal year, every subsequent foreign donation must be submitted to the company's board of directors for approval. When the company's external donations and sponsorship amount exceeds 20 million yuan in a fiscal year, every subsequent external donation must be submitted to the company's general meeting for approval;
The cumulative amount of foreign donations made in each fiscal year of the (VI) shall not exceed 1% of the audited net asset value of the most recent period (calculated on the basis of consolidated accounting statements).
The above cumulative amount of foreign donations includes the amount of donations made by the Company and its subsidiaries during the same period.
The external donations of the Company's subsidiaries and the Company's external donations are managed in a unified manner. If the subsidiary of the company is involved in foreign donations, it must be reported to the company and approved in accordance with Article 7 of this system. Donations are not allowed without verification.
Article 8 Application and Approval of Donation
For the company's external donation, the strategic investment department shall propose a donation plan, including the reason for the donation, the object of the donation, the way of the donation, the person in charge of the donation, the composition of the donated property and its amount, etc., which shall be submitted to the finance department for review after being examined and approved by the vice president in charge, execute after performing the corresponding approval procedures.
Article 9 Registration of Donations
The company has approved the implementation of foreign donations, the handling department should be the donation related documents, donation implementation of graphic materials, vouchers, donation certificates and other materials properly filed for future reference, at the same time, the relevant information reported to the company's finance department for the record, the president's office for archiving.
Chapter V Risk Monitoring and Information Disclosure
Article 10 Supervision and Inspection
The company's audit department shall supervise and inspect the company's foreign donations, promptly find problems in system construction, work organization, decision-making procedures, budget arrangements, project implementation and financial processing, and urge serious rectification.
For donations made without the implementation of the prescribed procedures, or donations beyond the scope of public welfare and relief, or donations that violate laws and disciplines such as using power for personal gain, false public benefits, and transfer of company assets, the relevant units and personnel shall be held accountable in accordance with laws and regulations; if a crime is suspected, Transfer to judicial organs to investigate criminal responsibility in accordance with the law.
Article 11 Disclosure of Information
When making foreign donations, the company shall strictly perform its information disclosure obligations in accordance with the relevant provisions of laws and regulations such as the Measures for the Administration of Information Disclosure of Listed Companies.
Chapter VI Supplementary Provisions
Article 12 The term "above" in this system includes this number, and "exceeding" does not include this number.
Article 13 Matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, regulatory documents and relevant provisions of the company's articles of association. If this system is inconsistent with the relevant laws, regulations, normative documents and the relevant provisions of the company's articles of association, the relevant laws, regulations, normative documents and the company's articles of association shall prevail.
Article 14 The Board of Directors of the Company shall be responsible for the interpretation and revision of this System.
Article 15 This system shall be formally implemented from the date of adoption by the general meeting of shareholders of the Company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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