Board Resolution
Board Resolution
PRESENT:
ABSENT:
The meeting was called to order by the Chairman of the Board who presided over the same, after the Corporate Secretary informed the Board
that a quorum was present.
The Chairman informed the Board of the necessity of opening deposit account(s) and/or trust/investment management account(s) and/or
availing of Cash Management Services and/or obtaining loans and/or credit accommodations with any banking/lending institution to generate
funds for the purpose of ______________________________________. After a brief deliberation, and upon motion duly seconded, the
following resolutions were unanimously adopted, passed, and ratified, to wit:
“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be empowered and authorized to open and maintain deposit
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account(s) and to avail of any related services, and/or to open and maintain placement(s) and/or to invest in government
securities and other similar instruments, and/or to enter into trust and/or investment management agency
transactions/arrangements and/or open and maintain trust/investment management account(s) with CHINA BANKING
CORPORATION and/or CHINA BANKING CORPORATION – TRUST AND ASSET MANAGEMENT GROUP, under such terms
and conditions, as may be mutually agreed upon, where its cash funds, any credit remittances or checks issued in its favor, with
or without endorsement, may be deposited or invested.”
“RESOLVED FURTHER, that any _______ all of the following officers be empowered and authorized to sign, countersign,
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execute and deliver any checks, funds, assets, securities, deposit slips, withdrawal slips, applications to purchase manager’s
check, stop payment order, applications for telegraphic transfer, demand draft or sola draft, trust/investment management
agreements, affidavits of beneficial ownership, or any and all agreements, documents, specimen signature cards, or papers as
are necessary to effectuate the foregoing matters:
“RESOLVED FURTHER, that the authority to sign in the withdrawal slips by the above designated signatories include the
authority for them to designate a representative to receive the amount withdrawn.”
“RESOLVED FURTHER, that the Corporation be empowered and authorized to enter into an Indemnity Agreement covering
instructions sent via facsimile (fax) or electronic mail (e-mail) for the following transactions:
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
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_______________________________________________________________________________________________________
“RESOLVED FURTHER, that any _______ all of the following officers be empowered and authorized to sign the Indemnity
Agreement:
“RESOLVED FURTHER, that any of the following officers be authorized to make telephone confirmation with CHINA BANKING
CORPORATION for instructions sent via fax or e-mail under the Indemnity Agreement:
“RESOLVED ALSO, that any _______ all of the following officers be empowered and authorized to sign, execute, and
deliver any and all documents including but not limited to loan application, disclosure statement, trust/investment management
agreement, purpose sheet, application for letters of credit, promissory note, draft, surety agreement, trust receipt, shipside bond,
bank guarantee, mortgages, pledge, assignment, and the like, including the renewals/extensions/amendments thereof, in order to
effectuate the foregoing matters.”
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________________________________________ ___________________________ ________________________________
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________________________________________ ___________________________ ________________________________
“RESOLVED FURTHER, as it is hereby resolved, that the Corporation be empowered and authorized to avail of various cash
management services from CHINA BANKING CORPORATION such as, but not necessarily limited to: collections management
including products and services such as Bills Pay Plus, Check Depot, Auto Debit Arrangement, and Bancnet Payment System;
disbursements management including products and services such as Check Write Plus, TellerCard Payroll, China Pay Plus,
Outsourced Payroll Processing, BancNet e-Gov, Auto Credit Arrangement, and Inter-Bank Fund Transfer; and liquidity
management including products and services such as China Bank Online and Sure Sweep; and all other related services under
such terms and conditions as may be mutually agreed upon between the Corporation and CHINA BANKING CORPORATION.”
“RESOLVED ALSO, that any _______ all of the following officers be empowered and authorized to (a) negotiate and
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agree on the terms of and sign, execute, and deliver for and in behalf of the Corporation any and all agreements, information,
documents, amendments, and supplements as shall be necessary under such terms and conditions as the officers shall deem
proper to enable the Corporation to avail of the various cash management services, (b) designate representatives of the
Corporation (“Users”) who will use and operate various electronic channels such as, but not limited to, China Bank Online and
BancNet e-Gov, (c) prescribe the authority and limits of said Users, authorize subsequent changes in the Users and their limits of
authority, and do or cause to be done all other acts or deeds required, necessary, or appropriate for purposes of implementing the
transactions authorized therein.”
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“RESOLVED FURTHER, that the Corporation hereby authorizes CHINA BANKING CORPORATION to (a) convert the specimen
signatures of its authorized signatories as designated in the second resolved clause into digitized form and (b) to print and use
the digitized signatures of its authorized signatories on its corporate checks to be issued by CHINA BANKING CORPORATION
under the Check Write Plus facility”
“RESOLVED FURTHER, that the Corporation hereby authorizes CHINA BANKING CORPORATION to honor the corporate
checks bearing such digitized signatures of its authorized signatories.”
“RESOLVED FURTHER, that the Corporation hold CHINA BANKING CORPORATION and/or CHINA BANKING
CORPORATION – TRUST AND ASSET MANAGEMENT GROUP free and harmless form any and all kinds of liabilities, claims,
damages, choses of action, whether civil or criminal, arising from, related to, or otherwise connected with the
opening/maintenance of deposit/trust accounts, placements, investments, or availment of any related services, the
application/negotiation/obtaining of loans, including the renewals, extensions, increases, and/or restructuring thereof, and the
application and availment of the various cash management services, including but not limited to the failure of CHINA BANKING
CORPORATION to debit/credit the deposit account(s) of the Corporation due to systems failure and other fortuitous events.
“RESOLVED FINALLY, that CHINA BANKING CORPORATION and/or CHINA BANKING CORPORATION – TRUST AND
ASSET MANAGEMENT GROUP be furnished copies of the foregoing resolutions for its guidance and file, and may continue to
rely upon the authority conferred by the foregoing resolutions, unless and except to the extent that these resolutions shall be
revoked or modified by any subsequent resolution of the Board of Directors and until a certified true copy of such subsequent
resolution has been received by CHINA BANKING CORPORATION and/or CHINA BANKING CORPORATION – TRUST AND
ASSET MANAGEMENT GROUP.”
LEG-027 (04-17) TMP
Board Resolution
There being no further matters to be discussed, the meeting was thereupon adjourned.
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Corporate Secretary
ATTESTED BY:
___________________________________
Chairman of the Board
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___________________________________ _________________________________ __________________________________
Director Director Director
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___________________________________ _________________________________ __________________________________
Director Director Director
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