Chongqing Brewery Co.Ltd(600132)
Hedging business management system
(February 2022 Edition)
Chapter I General Provisions
Article 1 in order to prevent and avoid the risk of market price fluctuation of raw materials, give full play to the function of futures hedging, and standardize the decision-making, operation and management procedures of Chongqing Brewery Co.Ltd(600132) (hereinafter referred to as "the company" or " Chongqing Brewery Co.Ltd(600132) ") futures hedging business, this system is formulated in accordance with the articles of association of Chongqing Brewery Co.Ltd(600132) and relevant laws, regulations and normative documents.
Article 2 the term "futures hedging business" (hereinafter referred to as "hedging business") as mentioned in this system refers to the purchase transaction of relevant varieties of raw materials of the company (hereinafter referred to as "purchase hedging") through futures, options and other derivative instruments, so as to lock in the production cost of the company or the purchase cost of the company's holding subsidiaries (hereinafter referred to as "subsidiaries").
Article 3 the futures hedging business of the company is limited to the raw materials related to the company's existing production and operation, including but not limited to aluminum.
Article 4 this system is applicable to the company and its holding subsidiaries.
Article 5 when engaging in futures hedging business, the company shall follow the following principles:
(I) the futures hedging business of the company is limited to the exchange trading of futures, and shall not be traded in the OTC market;
(II) the company shall only engage in futures hedging business in the commodity futures market and shall not engage in speculative trading;
(III) the company shall establish a futures hedging trading account in its own name and shall not use the account of others for futures hedging business;
(IV) in principle, the quantity of futures hedging conducted by the company shall not exceed the actual quantity of spot transactions, and the futures position shall not exceed the expected quantity of spot transactions within the corresponding period;
(V) the holding time of futures positions shall match the pricing period required for spot hedging. In principle, the holding time of corresponding futures hedging positions shall not exceed the time specified in the company's spot contract or the actual execution time of the contract;
(VI) the company shall have its own funds matching the futures hedging guarantee fund, and shall not use the raised funds and bank credit funds to conduct futures hedging business directly or indirectly. The company shall strictly control the capital scale of futures hedging business and shall not affect the normal operation of the company.
Chapter II approval authority
Article 6 the company shall establish a futures hedging investment committee (hereinafter referred to as the "investment committee"), whose personnel shall include the president of the company, the top person in charge of the company's finance department, the top person in charge of the company's supply chain department and the top person in charge of the company's procurement department, who shall be specifically responsible for the company's futures hedging business.
Responsibilities of the Investment Committee:
(I) comprehensively manage the hedging business of the company;
(II) formulate and revise the detailed rules for the management of hedging business, and clarify the departments, personnel and responsibilities of futures trading, accounting, risk control and emergency disposal;
(III) emergency treatment of sudden risks of hedging business;
(IV) regularly assess the risk status of futures hedging business, and evaluate and revise the risk management procedures;
(V) regularly or timely report to the board of directors on the development of the company's hedging business.
Article 7 the investment committee shall formulate the annual futures hedging business plan according to the company's annual production and operation plan and the risk exposure of bulk raw materials, and in accordance with the articles of association of Chongqing Brewery Co.Ltd(600132) and the applicable laws and regulations such as the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions The requirements of regulations and normative documents shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval.
Article 8 the company's general meeting of shareholders and the board of directors shall approve the company's futures hedging business plan, and the validity period of each reply shall not exceed 12 months. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the derivative investment limit.
Article 9 the board of directors shall continuously track the implementation progress and investment safety of the annual plan of hedging business. In case of abnormal circumstances such as large investment losses, the board of directors shall immediately take measures and perform the obligation of disclosure as required.
Chapter III Business Process and management system
Article 10 the board of directors and the general meeting of shareholders of the company are the decision-making bodies of the company for commodity futures hedging business. Without authorization, any other department or individual has no right to make decisions on commodity futures hedging business.
The company can formulate corresponding implementation rules and work guidelines according to this system.
Article 11 the fund management department of the company is responsible for the analysis of the feasibility and necessity of futures hedging business, the formulation of analysis report, implementation plan, operation business and daily contact management.
Article 12 the risk control and internal audit department of the company is responsible for reviewing and supervising the actual operation, capital use and profit and loss of futures hedging business; The financial department of the company is responsible for fund raising and accounting treatment of futures hedging business.
Article 13 the office of the board of directors of the company shall be responsible for reviewing the legality and compliance of the decision-making procedures of futures hedging business and making timely information disclosure in accordance with the relevant requirements of the securities regulatory departments such as the CSRC and the Shanghai Stock Exchange.
Article 14 the internal operation process of futures hedging business is as follows:
(I) the fund management department of the company shall, on the principle of soundness and for the purpose of locking the cost price, comprehensively balance the futures hedging demand of the company, and put forward the application for futures hedging business according to the business operation demand, the change trend of relevant commodity prices and the quotation information of various financial institutions, which shall be submitted for approval according to the approval authority before implementation.
(II) the company's fund management department and financial department shall register the futures hedging business, check the transaction records, timely track the change status of the transaction, properly arrange the delivery funds, and strictly control the occurrence of delivery default risk.
(III) the financial department of the company shall regularly issue futures hedging business statements and submit them to the investment committee. The contents of the statement shall at least include the transaction time, transaction object, amount, profit and loss, etc.
(IV) the risk control and internal audit department of the company shall randomly check the operation of futures hedging business from time to time, review the actual operation, capital use and profit and loss of commodity futures hedging business, and report to the board of directors immediately if it is inconsistent with the futures hedging business plan or the risk exposure changes greatly.
(V) the independent directors and the board of supervisors have the right to supervise and inspect the use of funds in hedging business, and can hire professional institutions to audit when necessary.
Chapter IV information confidentiality and isolation measures
Article 15 all personnel involved in the company's futures hedging business shall abide by the company's confidentiality system and shall not disclose the company's futures hedging business plan, trading situation, settlement situation, capital situation and other information related to the company's futures hedging business without permission.
Article 16 the relevant personnel in the operation of futures hedging business of the company shall be effectively separated, and shall not cross or exceed their authority to exercise their duties, so as to ensure mutual independence, supervision and restriction.
Chapter V internal risk control and handling procedures
Article 17 before carrying out futures hedging business, the company shall carefully select futures brokerage companies or agencies. Priority should be given to futures brokerage companies with strong strength, rich research resources, outstanding service ability and ranking in the forefront of the industry.
Article 18 the company shall regularly or irregularly inspect the futures hedging business, supervise the futures hedging business personnel to implement risk management policies and risk management procedures, and timely prevent operational risks in the business. Article 19 when the following risks are found, the investment committee shall report to the board of directors:
(I) the relevant business personnel of futures hedging violate the risk management policies and risk management procedures;
(II) the credit status of futures hedging brokers or agencies has undergone significant negative changes or does not meet the requirements
Requirements of the company;
(III) the company's specific futures hedging business plan does not comply with relevant regulations;
(IV) the trading behavior of the futures hedging business personnel does not conform to the futures hedging business plan;
(V) the risk status of the company's futures position affects the normal process of futures hedging business, or
Affect the overall financial security of the company;
(VI) there is or will be a major risk of violation of laws or regulations in the company's futures hedging business.
Article 20 establish an emergency stop loss mechanism. The sum of the fair value impairment of the company's traded derivatives and the changes in the value of assets (if any) used for risk hedging. When the total loss or floating loss reaches or exceeds 10% of the company's audited net profit attributable to shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million, the fund management department shall immediately report to the investment committee, Work with the investment committee to formulate response plans and organize relevant personnel of hedging transactions to carry out response operations.
Chapter VI Information Disclosure and filing
Article 21 Where a company conducts commodity futures hedging business, it shall announce the following contents within the second trading day after the deliberation and approval of the directors of the company:
(I) resolutions and announcements of the board of directors;
(II) announcement of commodity futures hedging matters. The proposed announcement shall at least include the following contents:
The purpose of commodity futures hedging business, the futures varieties to be invested, and the futures to be hedged
Whether the period meets the requirements of applying hedging accounting methods stipulated in the accounting standards for business enterprises
Relevant conditions, risk analysis and risk control measures to be taken by the company;
(III) the necessity, feasibility and hedging of commodity futures hedging business conducted by the recommendation institution
Whether the internal control and risk management system of hedging business is perfect, and whether the compliance and risk control measures are effective
Opinions on effective verification and other matters (if applicable);
(IV) opinions issued by the competent department on the company's commodity futures hedging business (if applicable);
(V) feasibility analysis report issued by the consulting agency (if any);
(VI) independent opinions expressed by independent directors;
(VII) other documents required by Shanghai Stock Exchange.
Article 22 the fair value impairment of the company's traded derivatives and the changes in the value of assets (if any) used for risk hedging shall be disclosed within two trading days when the total loss or floating loss reaches or exceeds 10% of the company's audited net profit attributable to shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million.
Article 23 the original trading data, settlement data, futures business account opening documents and other files of the company's futures hedging business shall be kept by the financial department.
Chapter VII supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, administrative regulations and the articles of association. If this system conflicts with the latest laws, administrative regulations or the relevant provisions of the articles of association, it shall be implemented in accordance with the relevant laws, administrative regulations and the articles of association.
Article 25 the "holding subsidiary" mentioned in this system refers to the enterprise within the scope of the company's consolidated statements; The "net profit" refers to the net profit attributable to the parent company of the company, excluding the amount of profit and loss of minority shareholders; The term "exceeding" does not include this number.
Article 26 the system shall come into force on the date of deliberation and approval by the board of directors, and the board of directors shall be responsible for interpretation and revision. February 16, 2002
