Ninestar Corporation(002180) long term foreign exchange settlement and sales management system
Long term foreign exchange settlement and sales management system
Chapter I General Provisions
Article 1 in order to standardize Ninestar Corporation(002180) (hereinafter referred to as "the company") forward foreign exchange settlement and sales business, effectively prevent and control foreign currency exchange rate risks, and strengthen the management of forward foreign exchange settlement and sales 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 stock listing rules of Shenzhen Stock Exchange and the administrative measures for information disclosure of listed companies This system is formulated in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the specific reality of the company.
Article 2 the term "long-term foreign exchange settlement and sales business" as mentioned in this system refers to the company signing long-term foreign exchange settlement and sales contracts with banks and other financial institutions with relevant business qualifications, agreeing on the foreign exchange currency, amount, exchange rate and time limit for foreign exchange settlement or sales in the future, and handling foreign exchange settlement or sales business according to the contract when it expires.
Article 3 this system is applicable to the forward foreign exchange settlement and sales business of the company and its holding subsidiaries. The holding subsidiary's long-term foreign exchange settlement and sales business is regarded as the company's long-term foreign exchange settlement and sales business, and this system is applicable. However, the holding subsidiary of the company shall not operate this business without the consent of the company. Meanwhile, the company shall perform relevant decision-making procedures and information disclosure business in accordance with the relevant provisions of the system.
Article 4 the company's long-term settlement and sales of foreign exchange shall not only comply with the provisions of relevant national laws, regulations and normative documents, but also comply with the relevant provisions of this system.
Chapter II operation principles of forward foreign exchange settlement and sales business
Article 5 the company does not conduct foreign exchange transactions solely for the purpose of profit. All forward foreign exchange settlement and sales businesses are based on normal production and operation, relying on specific business operations, and for the purpose of avoiding and preventing exchange rate risks. Article 6 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 long-term foreign exchange settlement and sales business, and shall not conduct transactions with other organizations and individuals other than the above-mentioned financial institutions.
Article 7 the company's forward foreign exchange settlement and sales transactions must be based on the prudent prediction of foreign currency receipts (payments) required by the company's actual business and the balance of foreign currency receivables and payables. The foreign currency amount of the forward foreign exchange settlement and sales contract shall not exceed the prudent prediction of foreign currency receipts (payments) or the balance of foreign currency receivables and payables
Ninestar Corporation(002180) long term foreign exchange settlement and sales management system
The delivery period of foreign exchange settlement and sales business shall match the foreign currency collection time predicted by the company or the corresponding accounting period of foreign currency receivables and payables.
Article 8 the company must establish a forward foreign exchange settlement and sales trading account in its own name or in the name of its holding subsidiary, and shall not use the account of others for forward foreign exchange settlement and sales business.
Article 9 the company must have its own funds matching the long-term foreign exchange settlement and sales business, shall not use the raised funds to directly or indirectly carry out long-term foreign exchange settlement and sales transactions, and shall strictly control the capital scale in accordance with the long-term foreign exchange settlement and sales quota reviewed and approved, without affecting the normal operation of the company.
Chapter III approval authority of forward foreign exchange settlement and sales business
Article 10 the approval authority of the company's long-term foreign exchange settlement and sales business is:
1. The chairman of the company is responsible for reviewing and approving the forward foreign exchange settlement and sales transactions in which the cumulative amount of forward settlement and sales transactions of the company in a fiscal year does not exceed 5% (including 5%) of the audited net assets of the company in the latest fiscal year. If the total assets involved in such forward foreign exchange settlement and sales transactions are stored in the book value and the assessed value at the same time, the higher one shall be taken as the calculation data.
2. The board of directors of the company is responsible for reviewing and approving the forward foreign exchange settlement and sales transactions in which the cumulative transaction amount of the company's forward foreign exchange settlement and sales in an accounting year does not exceed 20% (including 20%) of the company's audited net assets in the latest accounting year. If the total assets involved in such forward foreign exchange settlement and sales transactions have both book value and evaluation value, the higher one shall be taken as the calculation data.
3. For forward foreign exchange settlement and sales transactions beyond the authority of the board of directors, the board of directors shall review and report to the general meeting of shareholders for approval.
Article 11 after being approved in accordance with the above authority, the company may authorize the company's management to decide and sign relevant transaction documents.
Article 12 the general manager of each subsidiary does not have the final approval right for the long-term foreign exchange settlement and sales business, and all the long-term foreign exchange settlement and sales business must be reported to the financial department for unified management.
Chapter IV Management and internal operation process of forward foreign exchange settlement and sales business
Article 13 relevant responsible departments:
1. Finance department: it is the Department in charge of the long-term foreign exchange settlement and sales business, responsible for the formulation of the long-term foreign exchange settlement and sales business plan, fund raising, business operation, daily contact and management, and timely submit the analysis report and solution to the management and report to the Securities Department of the company in case of major risks or possible major risks.
2. Securities Department: prepare proposals according to relevant system requirements, submit them to the board of directors or the general meeting of shareholders for deliberation and approval according to corresponding approval authority, and timely perform information disclosure matters.
Ninestar Corporation(002180) long term foreign exchange settlement and sales management system
3. Internal audit department: responsible for reviewing and supervising the actual operation of forward foreign exchange settlement and sales business, including fund use, profit and loss, accounting, system implementation, etc., and forming corresponding reports to the audit committee of the board of directors.
Article 14 the internal operation process of the company's forward foreign exchange settlement and sales business transaction:
1. The finance department is responsible for the specific operation of the forward foreign exchange settlement and sales business, strengthen the research and judgment on the change trend of RMB exchange rate, and put forward suggestions on developing or suspending the forward foreign exchange settlement and sales business.
2. The sales department forecasts foreign currency receipts (payments) according to customer orders and order forecasts, and the purchase department forecasts foreign currency receipts (payments) according to supplier orders and order forecasts, and timely provides the financial department with the data required for the confirmation of foreign currency accounts receivable and accounts payable.
3. Based on the principle of soundness, combined with the foreign currency collection and payment forecast results or foreign currency accounts receivable and payable data of the sales department and the procurement department, the finance department shall formulate the company's forward foreign exchange settlement and sales transaction scheme matching the actual business scale according to the change trend of RMB exchange rate and the quotation information of various financial institutions, and submit it to the general manager for review. 4. The general manager is responsible for reviewing the transaction scheme submitted by the finance department and assessing the risk.
5. The chairman, the board of directors and the general meeting of shareholders shall deliberate within the scope of their authority.
6. The finance department shall submit the application for forward foreign exchange settlement and sales to financial institutions according to the transaction scheme approved through the relevant procedures specified in the system.
7. The financial institution shall determine the transaction price of forward foreign exchange settlement and sales business according to the application of the company, and both parties shall sign relevant contracts after confirmation by the company.
8. The finance department shall register each forward foreign exchange settlement and sales 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. 9. The finance department shall report the profits and losses of the long-term foreign exchange settlement and sales business to the general manager and the chairman of the board of directors every quarter.
10. The finance department shall timely inform the securities department or the Secretary of the board of directors of the relevant information according to the internal risk report and information disclosure requirements specified in the system.
11. The internal audit department shall review the actual operation, fund use and profit and loss of the forward foreign exchange settlement and sales business quarterly or irregularly, and report the review to the audit committee in time.
Chapter V information isolation measures
Article 15 all personnel involved in the company's long-term foreign exchange settlement and sales business shall abide by the company's confidentiality system and shall not disclose the company's long-term foreign exchange settlement and sales business transaction scheme, transaction situation, settlement situation, capital status and other information related to the company's long-term foreign exchange settlement and sales business without permission.
Article 16 the transaction operation links of forward foreign exchange settlement and sales business are independent of each other, and the relevant personnel are independent of each other. A single person shall not be responsible for the whole process of business operation, and the internal audit department of the company shall be responsible for supervision.
Ninestar Corporation(002180) long term foreign exchange settlement and sales management system
Chapter VI internal risk reporting system and risk handling procedures
Article 17 during the operation of forward foreign exchange settlement and sales business, the finance department shall timely settle with financial institutions according to the foreign exchange amount, exchange rate and delivery period agreed in the forward foreign exchange settlement and sales contract signed with financial institutions. Article 18 when the exchange rate fluctuates violently, the finance department shall timely analyze and report relevant information to the general manager, Report according to the approval authority after judgment by the general manager.
Article 19 in case of major risks or possible major risks in the company's forward foreign exchange settlement and sales business, the finance department shall timely submit analysis reports and solutions to the general manager and report to the company's securities department or the Secretary of the board of directors at the same time. The securities department or the Secretary of the board of directors shall submit it to the board of directors or the general meeting of shareholders for deliberation in accordance with relevant regulations. When the major risks that have occurred or may occur meet the disclosure standards stipulated by the China securities regulatory authority, the company shall make a timely announcement in accordance with relevant regulations.
Article 20 the internal audit 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 audit committee.
Chapter VII information disclosure and archives management
Article 21 the company shall disclose the information of the company's long-term foreign exchange settlement and sales business in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. After the board of directors or the general meeting of shareholders deliberates the proposals related to the forward foreign exchange settlement and sales business, the company shall announce the resolutions of the board of directors or the general meeting of shareholders, and disclose the specific situation of the forward foreign exchange settlement and sales business in the form of special announcement in accordance with the relevant provisions of China securities regulatory authority.
Article 22 the financial department shall be responsible for keeping the business files such as forward foreign exchange settlement and sales business plan, transaction data and delivery data for a period of 10 years.
Article 23 the finance department shall be responsible for keeping the original files such as account opening documents, transaction agreements and authorization documents for the long-term settlement and sales of foreign exchange for 15 years.
Chapter VIII supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with the provisions of relevant national laws, regulations and other normative documents. If this system conflicts with the provisions of relevant laws, regulations and normative documents issued in the future, it shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents, and shall be revised by the board of directors in time.
Article 25 the system shall be implemented from the date of deliberation and approval by the board of directors of the company, and the same shall apply to modification.
Article 26 the right to interpret this system belongs to the board of directors of the company.
Ninestar Corporation(002180)
Board of directors
December 13, 2021
