Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) measures for the administration of external donations
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Measures for the administration of external donations
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further standardize the donation of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”), strengthen the management of the company and its subsidiaries (including wholly-owned subsidiaries and holding subsidiaries) and better perform their social responsibilities, according to laws and regulations such as the law of the people’s Republic of China on public welfare donation, the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of association These measures are hereby formulated.
Chapter II principles of external donation
Article 2 after the donation, the company shall not require the recipient to create convenient conditions in terms of financing, market access, administrative license and possession of other resources, and shall not engage in profit-making activities in the name of donation.
Article 3 the managers or other employees of the company shall not donate the property owned by the company in their own name. The company has the right to ask the recipient to implement the legitimate donation intention of the company and shall not misappropriate the donated property for other purposes.
Article 4 the company shall actively participate in social public welfare activities within its capabilities to promote the development of the region where the enterprise is located. If the company has incurred losses or will incur losses due to external donation, which will affect the normal production and operation of the company, it shall not make external donation except under special circumstances.
Article 5 the donation that the company has deliberated and decided in accordance with the internal rules of procedure and has promised to the public or recipients must be performed honestly.
Article 6 donations shall abide by laws and regulations, shall not violate social ethics, and shall not harm public interests and the legitimate rights and interests of other citizens.
Chapter III scope, types and beneficiaries of external donations
Article 7 the assets that the company can use for external donation include cash and physical assets (including inventory goods, fixed assets and other tangible assets). Main fixed assets and equity held by the company for production and operation
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) measures for the administration of external donations
And creditor’s rights, entrusted property, property with security interests, property with unclear ownership relationship, or deteriorated, damaged, expired and scrapped commodities and materials shall not be used for external donation.
Article 8 types of external donations:
(I) relief donation refers to the donation for production, life relief and relief provided to areas suffering from natural disasters or “old, young, border and poor” recognized by the state, as well as vulnerable social groups and individuals in difficulty. (II) public welfare donations, that is, donations to education, science, culture, health and medical treatment, sports, environmental protection and the construction of social public facilities.
(III) other donations, that is, in addition to the above donations, the company’s donations to other social and public welfare undertakings for the purpose of promoting humanitarianism or promoting social development and progress.
Article 9 the direct and ultimate beneficiaries of the company’s external donations shall be public welfare social organizations, public welfare non-profit institutions, social vulnerable groups or individuals. Among them, public welfare social organizations refer to foundations, charitable organizations and other social organizations established according to law with the purpose of developing public welfare undertakings; Public welfare non-profit institutions refer to non-profit educational institutions, scientific research institutions, medical and health institutions, social public cultural institutions, social public sports institutions and social welfare institutions established according to law and engaged in public welfare undertakings.
Article 10 the company shall not give donations to its internal employees, units or individuals that have a controlling or controlled relationship with the company in terms of equity, operation or finance.
Chapter IV decision making procedures and rules for external donations
Article 11 the examination and approval of the company’s external donations shall be carried out in strict accordance with the relevant national 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 authorities. Article 12 external donations occurring in each fiscal year, including cash donations and donations of physical assets (whose value is calculated according to the net book value), shall be implemented in accordance with the following standards:
(I) external donations with a single amount of no more than 500000 yuan (inclusive) shall be implemented after being approved by the general manager of the company and reported to the board of directors for filing;
(II) external donations with a single amount between 500000 yuan and 5 million yuan (inclusive) shall be implemented after being approved by the chairman of the company and reported to the board of directors for filing;
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) measures for the administration of external donations
(III) external donations with a single amount or a cumulative total amount of contributions in the fiscal year exceeding 5 million yuan but not exceeding 10 million yuan (inclusive) shall be implemented after being deliberated and approved by the board of directors of the company;
(IV) if the amount of a single donation or the total accumulated donation in the fiscal year exceeds 10 million yuan or meets the provisions of laws, regulations, normative documents and the stock listing rules of Shenzhen Stock Exchange, the external donation that must be submitted to the general meeting of shareholders for deliberation can be implemented only after it is deliberated and approved by the general meeting of shareholders.
When performing the procedures specified in items (II), (III) and (IV) above, if the donation before the accounting year has performed the relevant review procedures in accordance with the above provisions, it will not be included in the relevant cumulative calculation scope. Article 13 for the company’s external donation, the handling department and personnel shall submit the donation application, which shall be reviewed by the competent leader. After analyzing the impact of the donation expenditure on the company’s financial situation and operating results, the company’s financial department shall perform the corresponding examination and approval procedures in accordance with the circumstances listed in Article 12 of these measures. The donation application shall include the following contents: the reason for donation, the object of donation, the way of donation, the person responsible for donation, the composition and amount of donated property, the handover procedure of donated property, obtaining a compliance receipt after donation, etc.
Article 14 If the company’s branches (wholly-owned subsidiaries (grandchildren) and holding companies) are involved in external donation, they shall timely report to the relevant departments of the company, perform the procedures in strict accordance with the above provisions, and make external donation after approval.
Article 15 the company’s approved external donations shall be registered in a recordable account book and reported to the company’s finance department and the office of the Secretary of the board of directors for the record.
Chapter V supplementary provisions
Article 16 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of association. Article 17 these Measures shall be interpreted by the board of directors and shall come into force from the date of deliberation and adoption by the board of directors of the company.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
April 15, 2022
