Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the board of directors
(revised in 2022)
Chapter I General Provisions
Article 1 ensure that the board of directors of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company” or “the company”) performs the duties entrusted by all shareholders, ensures that the board of directors can have fruitful discussions, make scientific, rapid and prudent decisions, and standardize the operation procedures of the board of directors, These rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other laws and regulations, normative documents and Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association).
Chapter II powers and authorization of the board of directors
Article 2 the board of directors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders;
(III) decide on the company’s business plan and investment plan;
(IV) formulate the company’s annual financial budget plan and final settlement plan;
(V) formulate the company’s profit distribution plan and loss recovery plan;
(VI) formulate the company’s plans for increasing or reducing its registered capital, issuing bonds or other securities and listing; (VII) draw up plans for the company’s major acquisition, acquisition of the company’s shares, merger, division, dissolution and change of company form;
(VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other matters;
1. Purchase and sale of assets
The board of directors has the authority to purchase and sell assets that do not exceed 30% of the company’s latest audited total assets within one year.
The above assets purchased and sold do not include the purchase of raw materials, fuels and power, as well as the purchase or sale of products, commodities and other assets related to daily operation. The higher of the total assets and transaction amount shall prevail and shall be calculated cumulatively within 12 consecutive months according to the type of transaction.
2. External guarantee
The board of directors has the authority of external guarantee under the following conditions:
(1) A guarantee with a single guarantee amount not exceeding 10% of the latest audited net assets;
(2) The total amount of external guarantees of the company and its holding subsidiaries shall not exceed 50% of the company’s latest audited net assets;
(3) The total amount of external guarantees provided by the company and its holding subsidiaries shall not exceed 30% of the company’s total audited assets in the latest period;
(4) The guarantee provided for the guarantee object whose asset liability ratio does not exceed 70% according to the data of the latest financial statements;
(5) The aggregate amount of guarantee within the last 12 months shall not exceed 30% of the company’s total assets audited in the latest period;
(6) Other circumstances stipulated by Shenzhen Stock Exchange.
3. Entrusted financial management
When the company conducts entrusted financial management, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and period, calculate the proportion of net assets based on the amount, and apply the relevant provisions of “5. Other major transactions” in this article.
The service life of the relevant limit shall not exceed 12 months, and the transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment limit.
4. Related party transactions
Approve transactions between the company and related natural persons with a transaction amount of more than 300000 yuan.
Approve transactions between the company and affiliated legal persons (or other organizations) with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, but less than 30 million yuan or less than 5% of the company’s latest audited net assets (whichever is lower).
Those beyond the above decision-making scope shall be reported to the general meeting of shareholders for approval. If the above matters involve other laws, administrative regulations, departmental rules, normative documents or other provisions of Shenzhen Stock Exchange, such provisions shall prevail. The company shall apply the provisions of paragraphs 1 and 2 of this article to the following transactions in accordance with the principle of cumulative calculation within 12 consecutive months:
(1) Transactions with the same related party;
(2) Transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with the provisions of these rules will not be included in the scope of cumulative calculation. 5. Other major transactions
The board of directors has the authority to approve major transactions that meet the following standards:
(1) The total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(2) The net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(4) The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds one million yuan;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(6) The profit generated from the transaction accounts for more than 10% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
The “transaction” mentioned in this article includes: providing foreign investment (including entrusted financial management, investment in subsidiaries, etc.), financial assistance (including entrusted loans), renting in or renting out assets, entrusted or entrusted management of assets and businesses, giving or receiving donated assets, creditor’s rights or debt restructuring, transferring or transferring research projects, signing license agreements, waiving rights (including waiving preemptive right, preemptive right to subscribe capital contribution, etc.).
When the company has other transactions other than entrusted financial management and other matters specified by Shenzhen Stock Exchange on the cumulative principle, it shall apply to the provisions of articles 6.1.2 and 6.1.3 of the stock listing rules of Shenzhen stock exchange for the transactions of the same category related to the transaction subject matter in accordance with the cumulative calculation principle for 12 consecutive months. 6. Asset mortgage
The board of directors has the authority to provide asset mortgage for itself and its holding subsidiaries at a single time not exceeding 40% of the company’s total audited assets in the latest period; The provisions of this article shall apply to the asset mortgage carried out by the company in batches in an accounting year, which shall be calculated based on the accumulated amount in this period.
Authorize the chairman of the board of directors to provide asset mortgage for himself and his holding subsidiaries, which shall not exceed 10% of the total audited assets of the company in the latest period. If the company’s assets are mortgaged for external guarantee, the authority of the board of directors shall be in accordance with the provisions on the authority of external guarantee. 7. External donation
The board of directors considered and approved the external donation with a single asset value of more than 5 million yuan and no more than 10 million yuan in a fiscal year.
(IX) decide on the establishment of the company’s internal management organization;
(x) decide on the appointment or dismissal of the general manager, the Secretary of the board of directors and other senior managers of the company, and decide on their remuneration, rewards and punishments; According to the nomination of the general manager, decide to appoint or dismiss the deputy general manager, financial director and other senior managers of the company, and decide on their remuneration, rewards and punishments
（11） Formulate the basic management system of the company;
（12） Manage the information disclosure of the company;
（13） Formulate the amendment plan of the articles of Association;
（14） Propose to the general meeting of shareholders to hire or replace the accounting firm audited by the company;
（15） Listen to the work report of the general manager of the company and check the work of the general manager;
（16） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 3 necessary conditions for the board of directors to perform its duties:
The general manager shall provide necessary information and materials to the directors so that the board of directors can make scientific, rapid and prudent decisions.
The directors may request the general manager or, through the general manager, the relevant departments of the company to provide the information and explanations necessary for them to make scientific, rapid and prudent decisions.
If the independent director considers it necessary, he can hire an independent institution to issue independent opinions as the basis for his decision-making, and the expenses of hiring an independent institution shall be borne by the company.
Article 4 the board of directors shall consider and make resolutions on the matters that should be submitted by the board of directors to the general meeting of shareholders for decision (including those proposed by two or more than half of the independent directors) in accordance with relevant laws, regulations, departmental rules and the articles of association.
Article 5 in order to ensure and improve the soundness and efficiency of the company’s daily operation, the board of directors shall, in accordance with the provisions of the articles of association and the authorization of the general meeting of shareholders, clearly and limited authorize the chairman of the board of directors, one or more other directors or general managers to decide the investment scheme, asset disposal, external guarantee, formulate the company’s debt and financial policies and determine the establishment of institutions.
Article 6 the authority and authorization to decide on asset disposal:
(I) when the company purchases or sells assets, it must calculate the following four test indicators:
1. Total asset ratio: divide the total amount of assets acquired and sold (according to the latest audited financial report, evaluation report or capital verification report) by the latest audited total asset value of the company;
2. Acquisition net profit (loss) ratio: divide the absolute value of the net profit or loss related to the acquired assets (based on the audited financial report of the previous year) by the absolute value of the company’s audited net profit or loss of the previous year; 3. Ratio of net profit (loss) on sale: divide the absolute value of net profit or loss related to the assets sold (based on the audited financial report of the previous year) or the absolute value of profit or loss generated by the transaction by the absolute value of net profit or loss of the company audited for the previous year;
4. Transaction amount ratio: divide the transaction amount of acquired assets (liabilities, expenses, etc. shall be calculated together) by the total audited net assets of the company in the latest period.
The board of directors shall examine and approve the projects with the above four ratios less than 30%; Authorize the chairman of the board of directors to approve the projects with the above four ratios less than 10%.
(II) when disposing of fixed assets, if the sum of the expected value of the fixed assets to be disposed of and the value of the fixed assets disposed within the four months before the disposal proposal is not greater than 30% of the value of the fixed assets shown in the balance sheet recently considered by the general meeting of shareholders, it shall be decided by the board of directors; If not more than 10%, the chairman shall be authorized to decide.
Article 7 authority and authorization to decide debts:
(I) according to the annual investment plan approved by the general meeting of shareholders, authorize the chairman to approve and sign the loan when the actual asset liability ratio of the company is lower than 70%.
(II) without the approval of the general meeting of shareholders, the company shall not provide guarantee for its shareholders, actual controllers and their related parties. If the company guarantees for others, the guaranteed shall provide counter guarantee or other necessary risk prevention measures to the company.
The board of directors shall examine and approve the guarantee with a single guarantee amount not exceeding 10% of the latest audited net assets; Authorize the chairman of the board of directors to approve and sign the external guarantee contract with the guarantee amount not more than 5% of the company’s latest audited net assets and not more than RMB 10million.
The approval of any of the matters mentioned in Article 8 and above shall be submitted to the chairman of the board of directors or the general manager for approval at the same time. If the approval of any of the above-mentioned foreign investment / guarantee institutions is different, the matters shall be submitted to the highest level of the board of directors or the general manager for approval at the same time.
As mentioned above, if investment, asset disposal and debt constitute related party transactions, they shall be handled in accordance with relevant regulations. Article 9 determine the authority and authorization of institutions and personnel
The board of directors authorizes the chairman to decide the following matters:
(I) establishment of the company’s internal management organization;
(II) establishment of branches;
(III) decide to appoint or replace the members and managers of the board of directors and board of supervisors of the wholly-owned subsidiary;
(IV) appoint, replace or recommend the shareholder representatives, directors (candidates), supervisors (candidates) and managers of the company’s holding subsidiaries and joint-stock subsidiaries.
Chapter III composition and subordinate institutions of the board of directors
Article 10 the board of directors is composed of seven directors, with one chairman and one vice chairman.
Article 11 with the approval of the general meeting of shareholders, the board of directors establishes four special committees: strategy, audit, nomination, remuneration and assessment. The special committee conducts research on professional matters and puts forward opinions and suggestions for the decision-making of the board of directors.
The members of the special committee are all composed of directors, among which the independent directors of the audit committee, nomination committee and remuneration and assessment committee shall account for the majority and act as the convener. At least one independent director of the audit committee is an accounting professional.
Article 12 the main responsibility of the strategy committee is to study and make suggestions on the company’s long-term development strategy and major investment decisions.
Article 13 the main responsibilities of the audit committee are:
(I) supervise and evaluate the external audit work and propose to hire or replace the external audit institution;
(II) supervise and evaluate the internal audit work, and be responsible for the coordination of internal audit and external audit;
(III) review the company’s financial information and its disclosure;
(IV) supervise and evaluate the company’s internal control;
(V) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors.
Article 14 the main responsibilities of the nomination committee are:
(I) study the selection criteria and procedures of directors and senior managers and put forward suggestions;
(II) selecting qualified candidates for directors and senior managers;
(III) review the candidates for directors and senior managers and make suggestions;
(IV) other matters authorized by the board of directors.
Article 15 the main responsibilities of the remuneration and assessment committee are:
(I) research director
