Shanghai Nar Industrial Co.Ltd(002825)
Futures hedging business management system
Chapter I General Provisions
Article 1 in order to standardize the management process of Shanghai Nar Industrial Co.Ltd(002825) (hereinafter referred to as “the company”) futures hedging business and prevent risks, This system is 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, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Shanghai Nar Industrial Co.Ltd(002825) (hereinafter referred to as the “articles of association”) and other relevant provisions, in combination with the actual situation of the company.
Article 2 this system is applicable to the futures hedging operation and management of the company, its wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”).
Article 3 when engaging in futures hedging business, the company shall follow the following principles:
1. The company carries out futures hedging business to hedge the risk of spot price fluctuation with the purpose of hedging, based on normal production and operation and relying on specific business operations.
2. The company’s futures hedging business is limited to products closely related to production and operation, including resin powder and other chemical raw materials. The quantity of hedging and spot business match each other in terms of variety, scale, direction and term.
3. The company shall establish a hedging transaction account in the name of the company or its subsidiaries, and shall not use the account of others for hedging business;
4. The company shall have its own funds matching the transaction guarantee of futures hedging business, and shall not use the raised funds to conduct hedging business directly or indirectly. The company shall strictly control the capital scale of hedging business and shall not affect the normal operation of the company.
5. The futures hedging business of the company must be carried out within the amount approved by the board of directors or the general meeting of shareholders of the company.
Chapter II Organization and responsibilities
Article 4 the company shall establish a futures decision-making committee with futures business department and risk management department. The futures decision-making committee is composed of the company’s chairman, general manager, deputy general manager in charge of sales, deputy general manager in charge of procurement, person in charge of finance, Secretary of the board of directors, person in charge of sales department, person in charge of procurement department, person in charge of audit department, etc.
Article 5 the main responsibilities of the company’s futures decision-making committee include:
1. Be responsible for supervising and managing the futures hedging business of the company;
2. Be responsible for convening the meeting of the futures decision-making committee, formulating the annual hedging plan and submitting it to the board of directors for deliberation;
3. Listen to the work report of the futures business department and approve the hedging trading scheme within the scope of authorization; 4. Examine and approve the specific rules and regulations of the company’s hedging management, and determine the working principles and policies;
5. Be responsible for the emergency treatment of transaction risks.
Article 6 responsibilities of futures business department
1. Collect and analyze futures hedging information and study the price change trend;
2. Formulate trading strategies according to the company’s operation and market conditions;
3. Operate according to the approved trading strategy, monitor the market situation, identify and evaluate market risks, execute trading instructions, and track and manage the completed transactions;
4. Conduct transaction accounting every day and apply when the margin is insufficient;
5. Archive and manage the trading strategy scheme, trading results, settlement statements and other data;
6. Other daily contact and management work.
Article 7 responsibilities of risk management department
1. Supervise relevant personnel of futures business to implement risk management policies and risk management procedures;
2. Supervise the execution of the transaction and ensure that the transaction results comply with the approved transaction strategy plan;
3. Discover, report and handle risk accidents according to procedures.
Chapter III approval authority
Article 8 when the company carries out futures hedging business, the futures decision-making committee shall issue a feasibility analysis report on futures hedging business and submit it to the board of directors for deliberation and approval. The company may employ a consulting agency to issue a feasibility analysis report on the hedging business of the company.
Article 9 the company’s futures hedging business can only be carried out after being submitted to the board of directors for deliberation and approval. If it meets the deliberation standards of the general meeting of shareholders specified in the articles of association and venture capital management system, it shall be submitted to the general meeting of shareholders for approval after being approved by the board of directors.
Article 10 all futures trading businesses of the company must be strictly limited to the approved futures hedging plan, and shall not operate beyond the scope.
1. The futures business department shall formulate the trading strategy and submit it to the futures decision-making committee for approval;
2. After the trading strategy is approved, it will be transferred to the futures business department and risk management department;
3. The futures business department shall operate according to the approval results;
4. The risk management department shall supervise the compliance of the approval and execution of futures hedging transactions. Article 12 the risk management department shall check whether the transaction complies with the hedging plan. If not, it shall immediately report to the futures decision-making committee. To judge whether it conforms to the hedging scheme, it is mainly based on the consistency of content, quantity and time between the hedged item and the hedged item.
Article 13 the ending method of futures hedging scheme:
(I) close out futures positions;
(II) physical delivery.
Chapter IV Risk Management
Article 14 the company shall take preventive and post hedging measures to prevent and mitigate risks in futures business, and strengthen risk management in advance and afterwards.
Article 15 the company implements authorization management for futures hedging trading operations, and the trading authorization letter shall list the list of persons with the right to trade, the specific types of transactions and trading limits.
Article 16 the futures business department shall disclose the relevant risks and adopt reasonable trading strategies in the futures hedging trading plan formulated to reduce the trading risks.
Article 17 the futures decision-making committee is directly responsible to the board of directors to ensure that the futures hedging business of the company is carried out within the amount approved by the board of directors or the general meeting of shareholders.
Article 18 when hedging, the company shall determine and control the hedging amount of the current period according to the actual business situation, and shall not conduct hedging business beyond the scope authorized by the board of directors and the general meeting of shareholders.
Article 19 the establishment and closing of futures hedging positions shall match the spot hedged.
Article 20 in the process of futures hedging transactions, the company shall calculate the following risks:
1. Capital risk: calculate the occupied margin, floating profit and loss, available margin and the margin required for the proposed position;
2. Risk of position price change: calculate the margin demand and profit and loss risk of established positions and positions to be established after price change according to the company’s hedging scheme.
Article 21 internal risk reporting system:
The amount of loss and available margin shall be reported to the futures decision-making committee in time.
2. When the market price fluctuates greatly or abnormal fluctuations occur, the risk management department shall immediately report to the futures decision-making committee.
3. In case of any of the following circumstances, the risk management department shall immediately report to the futures decision-making committee: 1) relevant personnel of the futures business department violate the risk management policies and risk management procedures;
2) . the trading behavior of futures hedging does not conform to the trading strategy plan;
3) . there are or will be relevant legal risks in the futures hedging business of the company.
4. Members of the futures decision-making committee and any personnel related to futures hedging business shall immediately report to the futures decision-making committee if they find that there are illegal operations in futures hedging transactions. At the same time, the futures decision-making committee shall immediately terminate the authorization procedures of violators, timely investigate the details of violations, and formulate and implement remedial plans.
Article 22 in case of any risk in futures hedging business, the risk management department shall timely report to the futures decision-making committee to analyze and discuss the risk situation and the countermeasures to be taken. The futures business department shall deal with risks according to the decisions made by the futures decision-making committee.
Article 23 in case of wrong trading order of the company, the futures business department shall immediately close the position and place another order according to the established trading strategy.
Article 24 the futures business department shall reasonably plan the use of funds, and timely communicate with the financial department when the margin is insufficient to ensure the normal process of futures hedging trading.
Article 25 the company shall arrange and use futures hedging business personnel in strict accordance with the regulations, strengthen professional ethics education and business training, and improve the comprehensive quality.
Article 26 the company shall be equipped with communication system, trading system and relevant facilities and equipment that meet the requirements to ensure the normal operation of futures hedging trading.
Article 27 when the company implements the futures hedging trading strategy, in case of significant changes in national policies and the market and other reasons, resulting in a significant increase in risk and possible heavy losses, the futures business department shall timely take the initiative to report and close or lock the position in the shortest time.
Article 28 in case of losses caused by force majeure such as earthquake, debris flow, landslide, flood, fire, typhoon, riot, riot and war, it shall be handled in accordance with the relevant laws and regulations of China’s futures hedging industry, futures hedging contracts and relevant contracts.
Article 29 the futures business department shall regularly submit the futures hedging business transaction report to the futures decision-making committee.
Article 30 futures hedging business personnel must uphold the integrity and rigorous work style, strictly abide by the hedging principle and eliminate speculation. In case of serious impact or loss to the company due to dereliction of duty or violation of the regulations of this system, the company will give the responsible person corresponding criticism, warning, or even terminate the labor contract according to the situation; If the circumstances are serious, the China Securities Regulatory Commission will impose administrative and economic penalties; Those suspected of committing a crime shall be transferred to the judicial organ for handling.
Chapter V fund management and financial accounting
Article 31 When engaging in futures hedging transactions, the company shall carefully enter the market and strengthen capital control. The funds used for trading shall comply with the system and the relevant provisions of the company’s capital management.
Article 32 the company’s funds used for futures hedging transactions must be transferred through a designated bank and shall not be in cash.
Article 33 The funds required by the company for futures hedging trading shall be applied to the financial department by the futures business department after being approved by the futures decision-making committee, and the financial department shall allocate the funds in accordance with the provisions of the company’s fund management system.
Article 34 the financial department shall be responsible for the unified arrangement of funds according to the needs of futures hedging business and ensure the requirements of futures hedging business.
Article 35 When performing physical delivery due to open positions at the expiration of the contract, funds shall be transferred or warehouse receipts conforming to the delivery provisions shall be arranged in accordance with the relevant provisions of the futures exchange. After entering the physical delivery procedure, the futures business department, in combination with the financial department, shall deliver in accordance with the delivery rules of the exchange.
Article 36 the relevant accounting policies and accounting principles of futures hedging transactions of the company shall be implemented in accordance with the accounting standards for business enterprises – recognition and measurement of financial instruments and the accounting standards for business enterprises – hedging issued by the Ministry of finance of the people’s Republic of China.
Chapter VI Information Disclosure and archives management
Article 37 When conducting futures hedging business, the company shall timely perform the obligation of information disclosure in strict accordance with the requirements of Shenzhen Stock Exchange.
Article 38 the board of directors of the company shall submit the following documents to Shenzhen Stock Exchange within two trading days after making relevant resolutions:
1. Resolutions and announcements of the board of directors;
2. Independent opinions expressed by independent directors;
3. Opinions (if any) issued by the sponsor after verification;
4. Other information required by Shenzhen Stock Exchange.
Article 39 after the changes in the fair value of commodity futures designated by the company for futures hedging business are offset against the changes in the fair value of the hedged items, the amount of loss reaches or exceeds 10% of the company’s audited net profit attributable to shareholders of the listed company in the most recent year and the amount of loss reaches or exceeds RMB 10 million, It shall report to the Shenzhen Stock Exchange and make an announcement within two trading days.
Article 40 the company’s business archives such as the original approval materials, trading, delivery and settlement materials of futures hedging business shall be kept for at least 15 years, and the files such as account opening documents and authorization documents of futures business shall be kept for at least 15 years.
Chapter VII confidentiality system
Article 41 the relevant personnel of the company’s futures hedging business shall not disclose the company’s futures hedging trading strategy, trading situation, settlement situation, capital status and other information related to the company’s futures hedging trading without permission.
Article 42 the relevant personnel of the company’s futures hedging business shall strictly abide by other confidentiality systems of the company.
Chapter VIII supplementary provisions
Article 43 this system shall be interpreted by the board of directors and shall be implemented from the date of deliberation and approval by the board of directors of the company,. Article 44 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between this system and the laws, administrative regulations and rules issued by relevant national departments or institutions in the future, the laws, administrative regulations and rules issued by relevant national departments or institutions in the future shall prevail. Shanghai Nar Industrial Co.Ltd(002825) board of directors February 2002
