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公司公告

安道麦B:安道麦股份有限公司董事会授权管理办法(英文版)2022-04-28  

                               Management Measures for the Delegation of Certain
      Powers of the Board of Directors to the Chief Executive
                     Officer of ADAMA Ltd.

                                 Table of Contents
     Chapter 1 General Provisions
     Chapter 2 Standards for Matters Approved by the Board of Directors
     Chapter 3 Authorized Matters and Permissions
     Chapter 4 Authorization Management
     Chapter 5 Supplementary Provisions

                             Chapter 1 General Provisions

Article 1 In order to standardize the corporate governance structure of ADAMA Ltd.
(hereinafter referred to as "the Company"), ensure the steady operation of the
Company's daily work and improve the efficiency of decision-making, the Board of
Directors delegates the decision-making power of some matters to the CEO
(hereinafter referred to as "the Authorized Person"). In order to standardize the
authorization and exercise of the Board of Directors, these Measures are formulated
according to the Articles of Association of ADAMA Ltd. (hereinafter referred to as the
Articles of Association), the Rules of Procedure of the Board of Directors of ADAMA
Ltd. and other relevant laws, administrative regulations and normative documents.

Article 2 The authorization of the Board of Directors shall follow the principle of
reasonable and controllable authorization, and a scientific, reasonable, prudent and
efficient authorization management mechanism shall be established.

       Chapter 2 Standards for Matters Approved by the Board of Directors

 Article 3 According to the Company's Articles of Association, if the Company's
 transaction meets one of the following standards, it shall be reviewed and approved by
 the Board of Directors:
(1) The total amount of assets involved in the transaction exceeding 20% of the latest
 audited total assets of the Company, if the assets involved in the transaction have
 book value and appraisal value concurrently, the higher value shall be used for
 calculation.
(2) The revenue of the target of the transaction (i.e., equity interests) in the latest year
 exceeding 20% of the latest audited revenue of the Company, and the absolute amount
 is more than RMB 20 million.
(3) The net profit of the target of the transaction (i.e., equity interests) in the latest year
 exceeding 20% of the latest audited net profit of the Company, and the absolute
 amount is more than RMB 2 million.
(4) The amount of the transaction (including indebtedness and expenses) exceeding 20%
                                              1
 of the latest audited net assets of the Company, and the absolute amount is more than
 RMB 20 million.
(5) The profit of the transaction exceeding 20% of the latest audited net profit of the
 Company, and the absolute amount is more than RMB 2 million.
(6) Any external guarantee matters other than those stipulated in Article 41 of the
 Articles of Association.
(7) Related-party transaction: the related-party transaction between the Company and
 related natural person exceeding RMB 300,000; the related transaction between the
 Company and related legal person exceeding RMB 3 million and exceeding 0.5% of
 the latest audited net assets of the Company.
(8) Securities investment: the total amount exceeding 10% of the latest audited net
 assets of the Company, and the absolute amount being more than RMB 10 million.
 Securities investment foresaid includes placement or subscription of new shares,
 securities repurchase, stock investment, bond investment, entrusted financial
 management (including bank financial products, trust products) and other investment
 behavior identified by the Shenzhen Stock Exchange.

The transactions mentioned in items (1) to (8) above include:
1. Purchase or sale of assets; (excluding the purchase of raw materials, fuel and
   power, and the sale of products, commodities and other assets related to daily
   operations, but the purchase and sale of such assets involved in the assets swap is
   still included).
2. External investment (including entrusted financial management, entrusted loan and
   investment in subsidiaries).
3. Provision of financial assistance.
4. Provision of guarantee.
5. Renting or leasing assets.
6. Signing management contracts (including entrusted operation and trusted
   operation).
7. Gifting assets or being gifted.
8. Creditor's rights or debt restructuring.
9. Transfer of research and development projects.
10. Signing a license agreement; and
11. Other transactions recognized by Shenzhen Stock Exchange.

If any figure involved in calculation of the above indicators is negative, the absolute
value shall be taken for calculation.

Unless otherwise specified, transactions of the Company shall require the approval of
the Board of Directors if they exceed the "Threshold Amount/s" calculated according
to the items (1) to (8) of this article.

                  Chapter 3 Authorized Matters and Permissions


                                           2
Article 4 The matters to be delegated to the Authorized Person by the Board of
Directors are as follows:

1. Investment projects
(1). The Company's annual investment plan and its adjustment shall be approved by
the Board of Directors.
(2). Except for the annual investment plan, equity investment projects and fixed assets
investment projects with individual amount above the Threshold Amount shall be
approved by the Board of Directors, and those with individual amount below the
Threshold Amount shall be approved by the Authorized Person. Initiating or investing
in the funds that can only invest in agrochemical field and venture capital, and
non-main business investment projects not included in the Company's annual
investment plan shall be approved by the Board of Directors.

2 Equity transaction projects
(1). Equity transaction projects of unlisted companies. The transfer and capital
increase of the equity held by the Company and subsidiaries at all levels shall be
approved by the Board of Directors if the project amount is above the Threshold
Amount and shall be delegated to the Authorized Person if the project amount is
below the Threshold Amount.
(2). Equity transaction projects of listed companies. The transfer of shares of listed
companies held by the Company and subsidiaries at all levels through the securities
trading system, public solicitation transfer, non-public agreement transfer, free
transfer, indirect transfer, exchangeable corporate bonds issued by subsidiaries at all
levels, shares of listed companies accepted by subsidiaries at all levels, consolidation
by merger and issuing securities of listed companies controlled by subsidiaries at all
levels, and assets reorganization between subsidiaries at all levels and listed
companies shall be approved by the Board of Directors if the project amount is above
the Threshold Amount, and shall be delegated to the Authorized Person if the project
amount is below the Threshold Amount.

3 Debt financing and financial asset investment
The Company's annual debt financing plan shall be approved by the Board of
Directors. Debt financing projects and financial asset investment projects other than
the annual debt financing plan shall be calculated according to the Articles of
Association. Those above the Threshold Amount shall be approved by the Board of
Directors and those below the Threshold Amount shall be delegated to the Authorized
Person.

4 Guarantee matters
(1). The guarantee provided by the Company for the enterprise debts within the scope
of the Company's consolidated statements shall be approved by the Board of Directors.
The Board of Directors shall not delegate its authority on this matter.
(2). No guarantee is provided for enterprises outside the scope of the Company's

                                           3
consolidated statements. If guarantee is needed, it must be approved by the
Shareholders' Meeting and implemented in accordance with the relevant regulations
of the state-owned assets supervision and administration institution.

5 Disposal of assets
(1). The disposal of operating assets (except intellectual property rights) or
non-operating fixed assets with original value or net value of individual asset above
the Threshold Amount shall be approved by the Board of Directors; Those below the
Threshold Amount shall be delegated to the Authorized Person.
(2). The transfer of intellectual property rights with original value or net value of
individual asset above the Threshold Amount shall be approved by the Board of
Directors; Those below the Threshold Amount shall be delegated to the Authorized
Person.

6 External donation or sponsorship
For the Company's external donation or sponsorship, if the individual amount is above
the Threshold Amount, it shall be approved by the Board of Directors; Those below
the Threshold Amount shall be delegated to the Authorized Person.

7 Other shareholders' functions and powers
The exercise of shareholders' rights on the companies invested by the Company shall
be delegated to the Authorized Person, including: issuing Resolutions of Shareholders'
Meeting; Business policies and investment plans; Increase or decrease of shares and
registered capital; Articles of Association amendment scheme, and profit distribution
policy, etc.

Article 5 The Board of Directors may add, adjust or revoke the delegated matters
according to the Articles of Association.

                         Chapter 4 Authorization Management

Article 6 If, according to the Articles of Association, the above matters approved by
the Board of Directors need further consideration by the Shareholders' Meeting, the
Board of Directors shall promptly submit them to the Shareholders' Meeting for
consideration.

Article 7 If the state-owned assets supervision and administration institution has
special provisions on the above-mentioned authorized matters, the related matters
shall comply with the special provisions in addition to the Articles of Association and
these Management Measures for Authorization.

Article 8 The Authorized Person shall exercise his/her functions and powers
according to the matters delegated by the Board of Directors, relevant laws and
regulations and relevant provisions of the state-owned assets supervision and

                                           4
administration institution. If the matters decided by the Authorized Person need to be
approved or filed by the state-owned assets supervision entity, the matters shall be
further submitted to such entity. See the Annex for the delegated matters,
decision-making bodies.

Article 9 The Authorized Person delegated by the Board of Directors shall consult the
financial, legal or related business leaders according to the types of matters before
making decisions.

Article 10 When the delegated matter is related to the Authorized Person or his/her
relatives, the Authorized Person shall voluntarily withdraw and submit the matter to
the Board of Directors for decision.

Article 11 After decisions are made on the delegated matters, the Authorized Person,
relevant departments of the Company involved, or relevant organizations shall be
responsible for organizing the implementation. During implementation, the
implementation units and personnel should be diligent and conscientious.

Article 12 The Authorized Person shall make decisions in accordance with the
delegated matters, permissions and procedures stipulated in these Measures and report
material matters to the Board of Directors in a timely manner.

Article 13 If the Authorized Person fails to perform his/her functions and powers on
time, he/she may entrust other senior management personnel of the Company to
perform his/her functions and powers in a meeting or in writing. When the Authorized
Person resumes performing his/her functions and powers, the entrusted person shall
report the relevant exercise results to the Authorized Person.

                          Chapter 5 Supplementary Provisions

Article 14 These Measures shall come into effect after being reviewed and approved
by the Board of Directors. If these Measures need to be revised, the revised contents
shall be reviewed and approved by the Board of Directors.

Article 15 "Yuan" as mentioned in these Measures means RMB unless otherwise
specified.

Article 16 "Above/more than/exceed" as mentioned in these Measures includes this
number unless otherwise specified; The term "below" does not include this number
unless otherwise specified.

Article 17 If there is any conflict between these Measures and the Articles of
Association, the latter shall prevail. Matters not specified in these Measures shall be
implemented in accordance with relevant national laws, administrative regulations,

                                           5
departmental rules and the Articles of Association.

Article 18 The Board of Directors shall be responsible for the interpretation of these
Measures.

Article 19 These Measures shall be implemented following the approval of the Board
of Directors.

Annex:
1. List of Matters Authorized by the Board of Directors of ADAMA Ltd.




                                           6
Appendix

                  List of Authorization Items of the Board of Directors of ADAMA Ltd.
                                                                                                CEO          Board of the Directors
                       Description of the Authorization Items
                                                                                           Decision-making     Decision-making


 I.          Investment

 1         Annual Investment Plan
 1.1         the Company's annual investment plan and its adjustment                                                  √
 2         Investment projects other than the annual investment plan
             the total investment amount≥20% of the toal assets of the Company
 2.1                                                                                                                  √
           audited for the latest reporting period
             Relevant revenue of the transaction target (such as equity) in the latest
 2.2       fiscal year≥20% of total revenue of the Company audited in the latest fiscal                              √
           year
             Relevant net income of the transaction target (such as equity) in the
 2.3       latest fiscal year≥20% of the audited net income of the Company for the                                   √
           latest fiscal year
             Transaction amout≥20% of the audited net assets of the Company for
 2.4                                                                                                                  √
           the latest reporting period
             Transaction profit≥20% of the audited net income of the Company for
 2.5                                                                                                                  √
           the latest fiscal year
             Total investment amount<20% of the audited total assets of the
 2.6                                                                                             √
           Company for the latest reporting period
             Relevant revenue of the transaction target (such as equity) for the latest
 2.7       fiscal year<20% of the audited revenue of the Company for the latest fiscal          √
           year
             Relevant net income of the transaction target (such as equity) for the
 2.8       latest fiscal year<20% of the audited net income of the Company for the              √
           latest fiscal year
             Transaction Amount<20% of the audited net assets of the Company for
 2.9                                                                                             √
           the latest reporting period
             Transaction profit<20% of the audited net income of the Company for
 2.10                                                                                            √
           the latest fiscal year
 2.11        Initiating or investing in industrial funds                                                              √
 2.12        Venture capital                                                                                          √
             Non-main business investment projects not included in the Company's
 2.13                                                                                                                 √
           annual investment plan
 II.         Equity Transactions
 1         Equity Transactions of Non-listed Companies
           Transfer and capital increase of the equity held by the Company and
 1.1
           subsidiaries at all levels
             Project amount≥20% of the audited total assets of the Company for the
 1.1.1                                                                                                                √
           latest reporting period

                                                            7
                                                                                                CEO          Board of the Directors
                       Description of the Authorization Items
                                                                                           Decision-making     Decision-making

           Relevant revenue of the transaction target (such as equity) in the latest
1.1.2    fiscal year≥20% of total revenue of the Company audited in the latest fiscal                                √
         year
           Relevant net income of the transaction target (such as equity) in the
1.1.3    latest fiscal year≥20% of the audited net income of the Company for the                                     √
         latest fiscal year
           Transaction amout≥20% of the audited net assets of the Company for
1.1.4                                                                                                                 √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
1.1.5                                                                                                                 √
         the latest fiscal year
           Project amount<20% of the audited total assets of the Company for the
1.1.6                                                                                            √
         latest reporting period
           Relevant revenue of the transaction target (such as equity) for the latest
1.1.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal             √
         year
           Relevant net profit of the transaction target (such as equity) for the latest
1.1.8    fiscal year<20% of the audited net income of the Company for the latest                 √
         fiscal year
           Transaction amount<20% of the audited net assets of the Company for
1.1.9                                                                                            √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
1.1.10                                                                                           √
         the latest fiscal year

2        Equity Transactions of Listed Companies

         Through the securities trading system, non-public agreement transfer, free
2.1      transfer, issuing exchangeable corporate bonds, issuance of bonds by
         holding listed companies and acceptance of shares of listed companies
           Project amount≥20% of the audited total assets of the Company for the
2.1.1                                                                                                                 √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) of the latest
2.1.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                 √
         year
           Relevant net profit of the equity target (such as equity) for the latest
2.1.3    fiscal year≥20% of the audited net income of the Company for the latest                                     √
         fiscal year
           Transaction amount≥20% of the audited net assets of the Company for
2.1.4                                                                                                                 √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
2.1.5                                                                                                                 √
         the latest fiscal year

           Project amount<20% of the audited total assets of the Company for the
2.1.6                                                                                            √
         latest reporting period


                                                           8
                                                                                                CEO          Board of the Directors
                       Description of the Authorization Items
                                                                                           Decision-making     Decision-making

           Relevant revenue of the transaction target(such as equity) of the latest
2.1.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal             √
         year
           Relevant net profit of the transaction target (such as equity) for the latest
2.1.8    fiscal year<20% of the audited net income of the Company for the latest                 √
         fiscal year
           Transaction amount<20% of the audited net assets of the Company for
2.1.9                                                                                            √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
2.1.10                                                                                           √
         the latest fiscal year
2.2      Public Solicitation Transfer and Indirect Transfer(Loss of Actual Control)
           Project amount≥20% of the audited total assets of the Company for the
2.2.1                                                                                                                 √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) of the latest
2.2.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                 √
         year
           Relevant net profit of the transaction target (such as equity) for the latest
2.2.3    fiscal year≥20% of the audited net income of the Company for the latest                                     √
         fiscal year
           Transaction amount≥20% of the audited net assets of the Company for
2.2.4                                                                                                                 √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
2.2.5                                                                                                                 √
         the latest fiscal year
           Project amount<20% of the audited total assets of the Company for the
2.2.6                                                                                            √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) of the latest
2.2.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal             √
         year
           Relevant net profit of the transaction target (such as equity) for the latest
2.2.8    fiscal year<20% of the audited net income of the Company for the latest                 √
         fiscal year
           Transaction amount<20% of the audited net assets of the Company for
2.2.9                                                                                            √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
2.2.10                                                                                           √
         the latest fiscal year

2.3      Merger and Consolidation of Holding Listed Companies

           Project amount≥20% of the latest audited total assets of the Company
2.3.1                                                                                                                 √
         for the latest reporting period
           Relevant revenue of the transaction target (such as equity) for the latest
2.3.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                 √
         year

                                                           9
                                                                                                CEO          Board of the Directors
                       Description of the Authorization Items
                                                                                           Decision-making     Decision-making

           Relevant net profit of the transaction target (such as equity) for the latest
2.3.3    fiscal year≥20% of the audtied net income of the Company for the latest                                     √
         fiscal year
           Transaction amount≥20% of the audited net assets of the Company for
2.3.4                                                                                                                 √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
2.3.5                                                                                                                 √
         the latest fiscal year
           Project amount<20% of the audited total assets of the Company for the
2.3.6                                                                                            √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) for the latest
2.3.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal             √
         year
           Relevant net profit of the transaction target(such as equity) for the latest
2.3.8    fiscal year<20% of the audited net income of the Company for the latest                 √
         fiscal year
           Transaction amount<20% of the audited net assets of the Company for
2.3.9                                                                                            √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
2.3.10                                                                                           √
         the latest fiscal year
         Asset Restructuring with Listed Companies (When the asset restructuring
2.4
         proposal is formed)
           Project amount≥20% of the audited total assets of the Company for the
2.4.1                                                                                                                 √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) for the latest
2.4.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                 √
         year
           Relevant net profit of the transaction target(such as equity) for the latest
2.4.3    fiscal year≥20% of the audited net income of the Company for the latest                                     √
         fiscal year
           Transaction amount≥20% of the audited net assets of the Company for
2.4.4                                                                                                                 √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
2.4.5                                                                                                                 √
         the latest fiscal year
           Project amount<20% of the audited total assets of the Company for the
2.4.6                                                                                            √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) for the latest
2.4.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal             √
         year
           Relevant net profit of the transaction target(such as equity) for the latest
2.4.8    fiscal year<20% of the audited net income of the Company for the latest                 √
         fiscal year


                                                          10
                                                                                               CEO          Board of the Directors
                       Description of the Authorization Items
                                                                                          Decision-making     Decision-making

           Transaction amount<20% of the audited net assets of the Company for
2.4.9                                                                                           √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
2.4.10                                                                                          √
         the latest fiscal year
III.         Debt Financing and Financial Asset Investment
1        Debt Financing
1.1      Annual Debt Financing Plan                                                                                  √
1.2      Debt Financing Plans other the Annual Debt Financing Plan
           Project amount≥20% of the audited total assets of the Company for the
1.2.1                                                                                                                √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) for the latest
1.2.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                √
         year
           Relevant net profit of the transaction target(such as equity) for the latest
1.2.3    fiscal year≥20% of the audited net income of the Company for the latest                                    √
         fiscal year
           Transaction amount≥20% of the audited net assets of the Company for
1.2.4                                                                                                                √
         the latest reporting period
           Transaction profit≥20% of the audited net income of the Company for
1.2.5                                                                                                                √
         the latest fiscal year
           Project amount<20% of the audited total assets of the Company for the
1.2.6                                                                                           √
         latest reporting period
           Relevant revenue of the transaction target(such as equity) for the latest
1.2.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal            √
         year
           Relevant net profit of the transaction target(such as equity) for the latest
1.2.8    fiscal year<20% of the audited net income of the Company for the latest                √
         fiscal year
           Transaction amount<20% of the audited net assets of the Company for
1.2.9                                                                                           √
         the latest reporting period
           Transaction profit<20% of the audited net income of the Company for
1.2.10                                                                                          √
         the latest fiscal year
2        Financial Asset Investment
         Securities investment, including secondary market investment such as new
         share placement, subscription, securities repurchase and stocks, bond
2.1
         investment, securities investment by entrusted wealth management
         (including bank wealth management products and trust products)
           Total amount≥10% of the audited net assets of the Company for the
2.1.1                                                                                                                √
         latest reporting period
           Total amount<10% of the audited net assets of the Company for the
2.1.2                                                                                           √
         latest reporting period


                                                          11
                                                                                             CEO          Board of the Directors
                     Description of the Authorization Items
                                                                                        Decision-making     Decision-making


IV.    Guarantees

1      Internal Guarantees

         Guarantees provided for debts of enterprises within the scope of the
1.1    company's consolidated statements (guarantees other than those                                              √
       provided for in Article 41 of the Articles of Association)

2       External Guarantees

         No guarantee for enterprises outside the scope of the Company's
       consolidated statements is allowed; if a guarantee is required, it must be
2.1
       approved by the shareholders' meeting and implemented in accordance
       with the regulations of SASAC.

V.     Asset Disposal

       Operating Assets (Except Intellectual Property) and Non-operating
1
       Fixed Assets Disposal
         The original or net value of the transaction target≥20% of the audited
1.1                                                                                                                √
       total assets of the Company for the latest reporting period
         Relevant revenue of the transaction target(such as equity) for the latest
1.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                √
       year
         Relevant net profit of the transaction target(such as equity) for the latest
1.3    fiscal year≥20% of the audited net income of the Company for the latest                                    √
       fiscal year
         Transaction amount≥20% of the audited net assets of the Company for
1.4                                                                                                                √
       the latest reporting period
         Transaction profit≥20% of the audited net income of the Company for
1.5                                                                                                                √
       the latest fiscal year
         The original or net value of the transaction target<20% of the audited
1.6                                                                                           √
       total assets of the Company for the latest reporting period
         Relevant revenue of the transaction target(such as equity) for the latest
1.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal            √
       year
         Relevant net profit of the transaction target(such as equity) for the latest
1.8    fiscal year<20% of the audited net income of the Company for the latest                √
       fiscal year
         Transaction amount<20% of the audited net assets of the Company for
1.9                                                                                           √
       the latest reporting period
         Transaction profit<20% of the audited net income of the Company for
1.10                                                                                          √
       the latest fiscal year
2      Transfer of Intellectual Property
         The original or net value of the transaction target≥20% of the audited
2.1                                                                                                                √
       total assets of the Company for the latest reporting period

                                                        12
                                                                                             CEO          Board of the Directors
                     Description of the Authorization Items
                                                                                        Decision-making     Decision-making

         Relevant revenue of the transaction target(such as equity) for the latest
2.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                √
       year
         Relevant net profit of the transaction target(such as equity) for the latest
2.3    fiscal year≥20% of the audited net income of the Company for the latest                                    √
       fiscal year
         Transaction amount≥20% of the audited net assets of the Company for
2.4                                                                                                                √
       the latest reporting period
         Transaction profit≥20% of the audited net income of the Company for
2.5                                                                                                                √
       the latest fiscal year
         The original or net value of the transaction target<20% of the audited
2.6                                                                                           √
       total assets of the Company for the latest reporting period
         Relevant revenue of the transaction target(such as equity) for the latest
2.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal            √
       year
         Relevant net profit of the transaction target(such as equity) for the latest
2.8    fiscal year<20% of the audited net income of the Company for the latest                √
       fiscal year

         Transaction amount<20% of the audited net assets of the Company for
2.9                                                                                           √
       the latest reporting period

         Transaction profit<20% of the audited net income of the Company for
2.10                                                                                          √
       the latest fiscal year

VI.    External Donation or Sponsorship

       Total asset involved in a single donation≥20% of the audited total assets of
1.1                                                                                                                √
       the Company for the latest reporting period
       Relevant revenue of the transaction target(such as equity) for the latest
1.2    fiscal year≥20% of the audited revenue of the Company for the latest fiscal                                √
       year
       Relevant net profit of the transaction target(such as equity) for the latest
1.3    fiscal year≥20% of the audited net income of the Company for the latest                                    √
       fiscal year
       Transaction amount≥20% of the audited net assets of the Company for the
1.4                                                                                                                √
       latest reporting period
       Transaction profit≥20% of the audited net income of the Company for the
1.5                                                                                                                √
       latest fiscal year
       Total asset involved in a single donation<20% of the audited total assets of
1.6                                                                                           √
       the Company for the latest reporting period
       Relevant revenue of the transaction target(such as equity) for the latest
1.7    fiscal year<20% of the audited revenue of the Company for the latest fiscal            √
       year


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                                                                                               CEO          Board of the Directors
                         Description of the Authorization Items
                                                                                          Decision-making     Decision-making

           Relevant net profit of the transaction target(such as equity) for the latest
1.8        fiscal year<20% of the audited net income of the Company for the latest              √
           fiscal year
           Transaction amount<20% of the audited net assets of the Company for the
1.9                                                                                             √
           latest reporting period
           Transaction profit<20% of the audited net income of the Company for the
1.10                                                                                            √
           latest fiscal year
VII.       Related-party Transactions
1.1        Amount of Transactions with related natural person≥RMB 300,000                                           √
           Amount of Transactions with related legal person≥RMB 3,000,000 yuan
1.2        and ≥0.5% of the audited net assets of the Company for the latest                                        √
           reporting period
1.3        Amount of Transactions with related natural person<RMB 300,000 yuan                 √
1.4        Amount of Transactions with related legal person<RMB 3,000,000 yuan                 √


Note: 1. This list is edited by authorized items. In order to ensure the completeness of the decision-making, the amount
and subject of some non-authorized items are included in the list.
       2. If, according to the Articles of Association, the above-mentioned items approved by the Board of Directors need
to be further considered by the general meeting of shareholders, the Board of Directors shall promptly submit them to
the general meeting for consideration.
       3. If there are special provisions on the above authorized items by SASAC, the relevant items shall comply with the
aforementioned special provisions while complying with the Articles of Association and this present Administrative
Measures on Authorization.




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