Cecep Solar Energy Co.Ltd(000591)
Long term foreign exchange settlement management system
Chapter I General Provisions
Article 1 in order to standardize the forward foreign exchange settlement business of Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as "the company"), effectively prevent and control the risk of foreign currency exchange rate, and strengthen the management of the forward foreign exchange settlement business, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the provisions of the people's Bank of China on the administration of foreign exchange settlement, sale and payment, and the measures for the administration of information disclosure of listed companies This system is hereby formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and in combination with the specific reality of the company.
Article 2 forward foreign exchange settlement business refers to the forward foreign exchange settlement contract signed between the company and banks and other financial institutions, which stipulates the foreign exchange currency, amount, exchange rate and time limit for foreign exchange settlement in the future. When due, the foreign exchange settlement business shall be handled in accordance with the contract.
Article 3 the scope of application of this system: the company and its wholly-owned and holding subsidiaries at all levels (hereinafter referred to as "subsidiaries").
Article 4 the company's long-term foreign exchange settlement shall comply with the relevant provisions of this system in addition to the provisions of relevant national laws, regulations and normative documents.
Chapter II operation principles of forward foreign exchange settlement business
Article 5 the company does not conduct foreign exchange transactions solely for the purpose of profit. All forward foreign exchange settlement businesses are based on normal production and operation, based on specific business operations, and for the purpose of avoiding and preventing exchange rate risks.
Article 6 in carrying out forward foreign exchange settlement business, the company is only allowed to conduct transactions with financial institutions approved by the State Administration of foreign exchange and the people's Bank of China and qualified for forward foreign exchange settlement business, and shall not conduct transactions with other organizations or individuals other than the above-mentioned financial institutions.
Article 7 the company's forward foreign exchange settlement transactions must be based on the prudent calculation of foreign currency receipts (payments) required by the company's actual business. The foreign currency amount of the forward foreign exchange settlement contract shall not exceed the prudent calculation of foreign currency receipts (payments) based on the actual business needs. The delivery period of forward foreign exchange settlement business shall match the time of foreign currency receipt (payment) calculated by the company.
Article 8 the company must set up a forward foreign exchange settlement trading account in its own name and shall not use the account of others for forward foreign exchange settlement business.
Article 9 the company must have its own funds matching the long-term foreign exchange settlement business. It shall not use the raised funds to conduct long-term foreign exchange settlement transactions directly or indirectly, and control the scale of funds in strict accordance with the long-term foreign exchange settlement amount reviewed and approved, without affecting the normal operation of the company.
Chapter III approval authority of forward foreign exchange settlement business
Article 10 the approval authority of the company's long-term foreign exchange settlement business is:
1. The board of directors and the general meeting of shareholders of the company are the decision-making bodies for the company to carry out forward foreign exchange settlement business, and are responsible for approving the forward foreign exchange settlement business.
2. The company's annual forward foreign exchange settlement business transaction plan shall be implemented after being deliberated and approved by the board of directors or the general meeting of shareholders.
3. If the cumulative contract amount involved in the framework agreement or forward foreign exchange settlement transaction related to the forward foreign exchange settlement transaction signed by the company within 12 consecutive months accounts for more than 10% of the company's audited consolidated net assets in the latest period and the absolute amount exceeds RMB 10 million, it shall be deliberated and approved by the board of directors before the implementation and fulfill the obligation of information disclosure in time.
If the framework agreement or forward foreign exchange settlement business transaction related to the forward foreign exchange settlement business signed by the company within 12 consecutive months, and the cumulative contract amount involved accounts for more than 50% of the company's audited consolidated net assets in the latest period and the absolute amount exceeds 50 million yuan, it can be implemented after being deliberated and approved by the board of directors and the general meeting of shareholders.
If the relevant approval procedures have been performed and disclosed in accordance with the above provisions, it will not be included in the scope of cumulative calculation.
Article 11 the financial management department of the company shall carry out daily management of forward foreign exchange settlement business.
Article 12 the company's long-term foreign exchange settlement business shall be collected and counted by the company's financial management department. The subsidiary shall report the details of the long-term foreign exchange settlement business of the subsidiary to the financial management department of the company on a quarterly basis.
Chapter IV Management and internal operation process of forward foreign exchange settlement business
Article 13 relevant responsible departments
1. The company's financial management department: the company's financial management department is the handling department of the long-term foreign exchange settlement business, which is responsible for the formulation of the long-term foreign exchange settlement business plan, fund raising, business operation and daily contact and management, and timely submit the analysis report and solution to the company's business management in case of major risks or possible major risks, and report to the Secretary of the company's board of directors at the same time.
2. The Audit Department of the company is responsible for reviewing and supervising the actual operation of the long-term foreign exchange settlement business, including the use of funds, profit and loss, accounting, system implementation, etc.
3. Office of the board of directors: responsible for assisting in the implementation of the approval procedures of the board of directors and the general meeting of shareholders for forward foreign exchange settlement business transactions, and implementing information disclosure in accordance with the provisions. Article 14 the company's internal operation process for carrying out forward foreign exchange settlement business transactions:
1. The financial management department of the company shall be responsible for signing forward foreign exchange settlement business contracts with financial institutions in accordance with the relevant resolutions of the competent decision-making bodies.
2. The financial management department of the company is responsible for the specific operation of the forward foreign exchange settlement business and formulates the forward foreign exchange settlement transaction scheme based on the principle of robustness.
3. The financial management department of the company shall submit the application for forward foreign exchange settlement to the financial institution according to the transaction scheme approved by the relevant procedures specified in the system.
4. According to the application of the company, the financial institution shall determine the transaction price of the forward foreign exchange settlement business and notify the company for confirmation.
5. After confirming the transaction price, the company shall submit the application for forward foreign exchange settlement to the financial institution, and the financial institution shall issue the confirmation of forward foreign exchange settlement transaction to the company after handling.
6. After receiving the confirmation of forward foreign exchange settlement transaction from the financial institution, the financial management department of the company shall check whether it is consistent with the original application transaction scheme. If it is consistent, it can continue to operate. In case of any abnormality, the reason shall be found out in time and reported to the company's management in time. If any of the above-mentioned abnormalities occurs in a subsidiary, it shall be reported to the superior company.
7. The financial management department of the company shall register each forward foreign exchange settlement business transaction, check the transaction records, timely track the change status of the transaction, properly arrange the delivery funds, strictly control and eliminate the risk of delivery default.
8. If a subsidiary carries out long-term foreign exchange settlement business, it shall formulate a long-term foreign exchange settlement system applicable to the company and report to the company before carrying out it.
9. The subsidiary shall timely report the determined transaction scheme of the subsidiary's forward foreign exchange settlement business to the financial management department of the company for filing.
10. At the end of each quarter, the subsidiary shall report the profit and loss of the forward foreign exchange settlement business in that quarter to the company's financial management department, which shall report to the general manager and chairman after review and summary.
11. The financial management department of the company shall timely inform the office of the board of directors and the Secretary of the board of directors of relevant information according to the internal risk report and information disclosure requirements specified in the system, so as to determine whether to fulfill the obligation of information disclosure.
12. The audit department shall review the actual operation, capital use and profit and loss of the forward foreign exchange settlement business quarterly or irregularly, and report the review to the audit and risk control committee in time.
Article 15 all personnel involved in the company's long-term foreign exchange settlement business shall abide by the company's confidentiality system and shall not disclose the company's long-term foreign exchange settlement business transaction plan, transaction situation, settlement situation, capital status and other information related to the company's long-term foreign exchange settlement business without permission.
Article 16 the operation links of forward foreign exchange settlement business transactions are independent of each other, and the relevant personnel are independent of each other. The principle of incompatible posts and personnel separation shall be strictly implemented.
Chapter VI internal risk reporting system and risk handling procedures
Article 17 during the operation of forward foreign exchange settlement business, the financial management department of the company shall timely settle with the financial institution according to the foreign exchange amount, exchange rate and delivery period agreed in the forward foreign exchange settlement contract signed with the financial institution. The authorized person carries out business within the authorized limit and strictly controls the transaction scale.
Article 18 when the exchange rate fluctuates violently, the financial management department of the company shall analyze it in time and report the relevant information to the operation and management of the company in time. If a subsidiary carries out long-term foreign exchange settlement business, the subsidiary shall timely analyze it and report it to the financial management department of the company.
Article 19 in case of major risks or possible major risks in the company's long-term foreign exchange settlement business, the company's financial management department shall timely submit analysis reports and solutions, submit them to the general manager and the chairman for approval, and report to the Secretary of the board of directors of the company at the same time. When the major risks that have occurred or may occur meet the disclosure standards stipulated by China securities regulatory authority and Shenzhen Stock Exchange, the company shall make a timely announcement.
Chapter VII information disclosure and archives management
Article 20 the company's long-term foreign exchange settlement business shall be disclosed in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant regulatory rules. Article 21 when the company's forward foreign exchange settlement business has major risks or may have major risks, the loss or potential loss of the forward foreign exchange settlement business reaches or exceeds 10% of the net profit attributable to the shareholders of the parent company in the latest accounting year, and the absolute amount of the loss exceeds 10 million yuan, the company shall disclose it in time.
Article 22 the financial management department of the company shall establish a detailed list of contracts and other legal documents involved in the forward foreign exchange settlement business.
Article 23 the financial management department shall be responsible for the transaction plan, transaction data, delivery data and other business files of the forward foreign exchange settlement business. After the implementation, the accounting files shall be kept for the next year according to the accounting file management system of the company. Article 24 the financial management department shall be responsible for the original archives such as the transaction agreement and authorization documents of the forward foreign exchange settlement business. After the execution, the accounting archives shall be kept for the next year according to the accounting archives management system of the company.
Chapter VIII supplementary provisions
Article 25 matters not covered in this system shall be implemented in accordance with the provisions of relevant national laws, regulations and other normative documents.
Article 26 the system shall come into force after being deliberated and adopted at the X meeting of the X session of the board of directors of Cecep Solar Energy Co.Ltd(000591) company. Other systems issued by the company that are inconsistent with the system shall be implemented in accordance with the provisions of the system.
Article 27 cecep Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. shall refer to this system.
Article 28 the system shall be interpreted and revised by the board of directors of the company.
