Foreign exchange derivatives trading management system
Chapter I General Provisions
Article 1 in order to standardize the foreign exchange derivatives trading business and relevant information disclosure of Rianlon Corporation(300596) (hereinafter referred to as “the company”), strengthen the trading management of foreign exchange derivatives, prevent investment risks, improve and improve the management mechanism of the company’s foreign exchange derivatives trading business, and ensure the safety of the company’s assets, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions such as the Listing Rules of Shenzhen Stock Exchange gem, the measures for the administration of information disclosure of listed companies, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of association. Article 2 the term “foreign exchange derivatives business” as mentioned in this system refers to various foreign exchange trading businesses carried out with financial institutions with relevant business operation qualifications to avoid and prevent exchange rate risks, including but not limited to forward foreign exchange settlement and sales, options, futures, swaps (swaps) and other products or financial instrument transactions with the characteristics of the above products. The underlying assets of derivatives can be either securities, indexes, interest rates, exchange rates, currencies, commodities and other targets, or a combination of the above targets. Either physical delivery or cash price difference settlement can be adopted; Either margin or guarantee or mortgage can be used for leveraged transactions, or unsecured and unsecured credit transactions can be used.
Article 3 this system is applicable to all companies and holding subsidiaries, but subsidiaries shall not operate derivatives trading business without the consent of the company. At the same time, the company shall perform relevant decision-making procedures and information disclosure business in accordance with the relevant provisions of this system.
Chapter II operating principles
Article 4 the company’s foreign exchange derivatives trading business follows the principles of legality, prudence, safety and effectiveness, pays attention to scientific decision-making and controls investment risks. All foreign exchange derivatives trading businesses are based on normal production and operation, rely on specific business operations, and achieve cost locking and risk avoidance for the purpose of avoiding and preventing exchange rate risk and interest rate risk.
Article 5 the company’s foreign exchange trading and foreign exchange derivatives business can only be conducted with financial institutions approved by the State Administration of foreign exchange and the people’s Bank of China and qualified for foreign exchange trading, and shall not be conducted with other organizations or individuals other than the above-mentioned financial institutions.
Article 6 the company’s foreign exchange derivatives transactions shall be based on the foreign currency collection forecast under the export and foreign currency payment forecast under the import of the company, or the foreign currency bank deposits and loans derived on this basis. The foreign currency amount of the foreign exchange derivatives transaction contract shall not exceed the foreign currency collection, deposits or foreign currency payment and loan forecast amount, The delivery date of foreign exchange derivatives trading business shall match the foreign currency collection, deposit time or foreign currency payment time predicted by the company, or the cashing period of the corresponding foreign currency bank loan.
Article 7 the company must set up foreign exchange trading and foreign exchange derivatives trading accounts in its own name or in the name of its holding subsidiaries, and shall not use other people’s accounts for trading.
Article 8 the company shall have its own funds matching the foreign exchange trading and foreign exchange derivatives business, shall not use the raised funds to directly or indirectly conduct foreign exchange trading and foreign exchange derivatives business transactions, and shall strictly control the capital scale in accordance with the transaction amount reviewed and approved, so as not to affect the normal operation of the company.
Article 9 the audit and supervision department of the company may audit the actual operation, capital use and profit and loss of foreign exchange trading and foreign exchange derivatives business from time to time, and exercise the supervision function.
Chapter III approval authority
Article 10 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of foreign exchange derivatives trading business. The overall amount of foreign exchange derivatives trading business carried out by the company and its subsidiaries (including subsidiaries at all levels included in the consolidated statements of the company) must be implemented within the amount approved by the general meeting of shareholders or the board of directors of the company. Without the approval of the general meeting of shareholders or the board of directors, the company shall not carry out additional derivatives trading business.
Article 11 Where the company carries out foreign exchange derivatives trading business and the amount exceeds the authority of the board of directors in accordance with the articles of association, it shall be submitted to the general meeting of shareholders for deliberation. It can only be implemented after being deliberated and approved by the board of directors or the general meeting of shareholders.
Article 12 the general managers or management of subsidiaries at all levels of the company do not have the final approval power of foreign exchange derivatives trading business, and all foreign exchange derivatives trading business must be reported to the company for unified approval.
Article 13 the board of directors of the company authorizes the management of the company to sign relevant documents, and the chief financial officer is responsible for the specific operation and management of foreign exchange derivatives trading business.
Chapter IV internal operation process
Article 14 relevant responsible departments and persons:
(I) investment and financing department: it is the handling department of foreign exchange derivatives trading business, which is responsible for the planning, fund raising and daily management of foreign exchange derivatives trading business. The person in charge of the investment and financing department is the person in charge.
(II) business department: it is the basic business cooperation department of foreign exchange derivatives trading business, which is responsible for providing basic business information and materials related to foreign exchange derivatives business. The person in charge of each business department is the person in charge.
(III) audit and supervision department: it is the audit and supervision department of foreign exchange derivatives trading business, and regularly supervises and inspects the compliance of foreign exchange derivatives trading related work. The person in charge of the audit and supervision department is the person in charge. (IV) securities department: in accordance with the relevant provisions of the securities regulatory department, it is responsible for reviewing the legality and compliance of the decision-making procedures for foreign exchange derivatives trading business and disclosing information in a timely manner. The Secretary of the board of directors is the responsible person. Article 15 the internal operation process of the company’s foreign exchange derivatives trading business:
(I) the investment and financing department is responsible for the management of foreign exchange derivatives trading business, analyzing the exchange rate level, foreign exchange amount and delivery period of the proposed foreign exchange trading, timely evaluating the changes of the risk exposure of the proposed foreign exchange derivatives trading business and the quotation information of various financial institutions, and formulating the trading scheme.
(II) the chief financial officer shall review the foreign exchange derivatives trading plan, assess the risks, and decide whether to report to the board of directors according to the situation.
(III) after the investment and financing department makes strict inquiry and price comparison with the financial institutions according to the transaction scheme approved by the relevant procedures specified in the system, it selects the financial institutions for the transaction, and formulates the transaction arrangement (including transaction amount, transaction price, delivery period, etc.), which is approved according to the approval authority of the system, After confirming the transaction with the selected financial institution, it shall be implemented with relevant business departments.
(IV) the investment and financing department shall register each foreign exchange derivatives transaction, timely track the changes in the open market price or fair value of foreign exchange derivatives, properly arrange the delivery funds, ensure the delivery on schedule and strictly control the risk of default.
(V) the investment and financing department shall timely report the approval and implementation of foreign exchange derivatives trading to the Secretary of the board of directors. The Secretary of the board of directors is responsible for reviewing the legality and compliance of the decision-making procedures of foreign exchange derivatives trading and implementing necessary information disclosure in accordance with the relevant requirements of securities regulatory departments such as CSRC and Shenzhen Stock Exchange.
(VI) the audit and supervision department shall check the actual operation, capital use and profit and loss of foreign exchange derivatives transactions quarterly or irregularly, and report the verification results to the chairman.
Chapter V information isolation measures
Article 16 all personnel involved in the company’s foreign exchange derivatives trading business shall abide by the company’s confidentiality system and shall not disclose the company’s foreign exchange derivatives trading scheme, trading situation, settlement situation, capital status and other information related to the company’s foreign exchange derivatives trading without permission.
Article 17 the operation links of foreign exchange derivatives trading business are independent of each other, and the relevant personnel are independent of each other, which shall be supervised by the audit and supervision department of the company.
Chapter VI internal risk reporting system and risk handling procedures
Article 18 during the operation of foreign exchange derivatives trading business, the investment and Financing Department of the company shall timely settle with the financial institution according to the asset amount, price and delivery period agreed in the foreign exchange derivatives trading contract signed with the financial institution within the scope authorized by the board of directors or the general meeting of shareholders of the company. When the exchange rate or the price of the underlying asset fluctuates violently, the investment and financing department shall analyze it in time and report the relevant information to the chief financial officer in time. After careful judgment, the chief financial officer shall issue operation instructions to prevent further expansion of risks.
Article 19 when there are major abnormalities in the company’s foreign exchange derivatives trading business and major risks may occur, the investment and financing department shall timely submit analysis reports and solutions, track the business progress at any time, and report to the Secretary of the board of directors of the company at the same time; The Secretary of the board of directors shall report to the board of directors according to relevant regulations. The board of directors shall immediately discuss countermeasures, comprehensively use coping strategies such as risk aversion, risk reduction, risk sharing and risk tolerance, and put forward practical solutions to achieve effective risk control.
Article 20 the audit and supervision department of the company shall supervise the actual implementation of the above-mentioned internal risk reporting system and risk handling procedures. If it is found that the implementation is not in accordance with the regulations, it shall timely report to the chairman of the board and the audit and risk control committee.
Chapter VII information disclosure and archives management
Article 21 the company shall disclose the company’s foreign exchange derivatives trading information in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange. The company shall disclose the announcement of the resolution of the meeting after the deliberation of the board of directors or the general meeting of shareholders, and disclose the specific situation of foreign exchange derivatives trading in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 22 when the company’s foreign exchange derivatives trading business has major risks and may or has suffered major losses, the company shall timely disclose it with an interim announcement.
Account documents, transaction agreements, authorization documents and other original materials, as well as business materials such as plans, transaction materials and delivery materials.
Chapter VIII supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of Association; If this system is inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the relevant provisions of the articles of association after legal procedures, the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association shall prevail.
Article 25 the board of directors of the company has the right to interpret and revise the system according to the provisions of relevant laws and regulations and the actual situation of the company.
Article 26 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
Rianlon Corporation(300596) February 25, 2022
