Financial derivatives trading business management system
December 24, 2021
catalogue
Chapter I General Provisions Chapter II Organization and approval authority Chapter III Business Process Chapter IV Risk Management System Chapter V archives management, confidentiality and information disclosure system Chapter VI Legal Liability 7 Chapter VII Supplementary Provisions seven
general provisions
Article 1 in order to regulate Ninestar Corporation(002180) (hereinafter referred to as “the company”), strengthen the management of financial derivatives trading business, prevent investment risks, improve and improve the management mechanism of the company’s financial derivatives trading business, and ensure the safety of the company’s assets, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and administrative regulations The financial derivatives trading business management system (hereinafter referred to as the “system”) is hereby formulated in accordance with the departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the measures for the administration of information disclosure of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association.
Article 2 the term “financial derivatives” as mentioned in this system refers to the products that are traded on and off the market, or non traded, and are essentially futures, options, forwards, swaps (swaps) and other products or a combination of the above products. The underlying assets of derivatives can include securities, indexes, interest rates, exchange rates, currencies, commodities and other objects, as well as the combination of the above-mentioned underlying assets; Either physical delivery or cash price difference settlement can be adopted; Either margin or guarantee or mortgage can be used for leverage transactions, or unsecured and unsecured credit transactions can be used.
The term “hedging” as mentioned in this system refers to that an enterprise designates one or more hedging instruments to avoid foreign exchange risk, interest rate risk, commodity price risk, stock price risk, credit risk, etc., so that the changes in the fair value or cash flow of the hedging instrument are expected to offset all or part of the changes in the fair value or cash flow of the hedged item. Article 3 the company shall follow the following principles when conducting financial derivatives trading business:
1. The company shall strictly control the type and scale of financial derivatives transactions. The financial derivatives transactions engaged by the company are mainly forward foreign exchange settlement and sales, options and swaps (including currency swap, interest rate swap and foreign exchange swap). The company shall not conduct financial derivatives transactions solely for the purpose of profit, but shall aim at hedging, avoiding and preventing exchange rate, interest rate and other risks, shall not affect the normal operation of the company, and any form of speculative transactions shall be prohibited.
2. The company shall establish a financial derivatives trading account in the name of the company, and shall not conduct financial derivatives trading in the name of an individual (or individual account) or in the account of others or provide funds to others.
3. For businesses that must be approved by relevant departments according to national regulations, they shall be approved by relevant departments. It is strictly prohibited to carry out all kinds of financial derivatives trading business explicitly prohibited by the state.
4. Simple financial derivatives that meet hedging requirements and have strong liquidity shall be selected, and complex businesses with unknown risk and pricing are strictly prohibited.
5. The source of funds for the company to engage in financial derivatives trading business must be the company’s own funds. The company shall not directly or indirectly arrange the raised funds for derivatives trading business.
Article 4 the company shall review and revise the management system according to the actual needs to ensure that the system can adapt to the actual operation and new risk control needs.
Article 5 the wholly-owned subsidiaries and holding subsidiaries of the company shall comply with the system. Article 6 the system shall be communicated to all relevant personnel, who must understand and strictly implement the system.
Chapter II Organization and approval authority
Article 7 organization chart of the company’s financial derivatives trading business:
The general meeting of shareholders
Board of directors
Securities department finance department internal audit department legal department
Article 8 the approval authority of the company’s financial derivatives transactions is:
1. The chairman of the company is responsible for reviewing and approving the financial derivative transactions in which the cumulative transaction amount of various types of financial derivatives of the company in an accounting year does not exceed 5% (including 5%) of the audited net assets of the company in the latest accounting year. If the total amount of assets involved in such financial derivative contracts has both book value and evaluation value, 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 financial derivative transactions in which the cumulative transaction amount of various types of financial derivatives of the company in a fiscal year does not exceed 20% (including 20%) of the audited net assets of the company in the latest fiscal year. If the total assets involved in such financial derivative contracts have both book value and evaluation value, the higher one shall be taken as the calculation data.
3. Financial derivatives transactions beyond the authority of the board of directors shall be reviewed by the board of directors and reported to the general meeting of shareholders for approval.
4. After being approved according to the above authority, the company may authorize the company’s operation management to decide and sign relevant transaction documents.
Article 9 the specific responsibilities of the finance department are:
1. It is the Department in charge of financial derivatives trading business, responsible for the formulation of financial derivatives trading business plan, fund raising, business operation and daily contact and management, and timely submit analysis report and solution to the management in case of major risk or possible major risk, and report to the Securities Department of the company.
2. File documents related to financial derivatives transactions.
Article 10 the specific responsibilities of the securities department are: to formulate proposals according to the requirements of relevant systems, submit them to the board of directors or the general meeting of shareholders for deliberation and approval according to the corresponding approval authority, and timely perform information disclosure matters.
Article 11 the specific responsibilities of the internal audit department are to monitor and audit the company’s financial derivatives trading business, review the approval, actual operation, product delivery and profit and loss of financial derivatives trading business, verify the accounting treatment, form corresponding reports and submit them to the audit committee of the board of directors.
Article 12 the specific responsibilities of the legal department are: to be responsible for the compliance review of the company’s legal documents related to financial derivatives transactions and the assessment, prevention and resolution of relevant risks.
Chapter III Business Process
Article 13 the company’s financial derivatives trading business process is as follows:
The finance department forms a proposal
② Not adopted
Report to the board of directors / general meeting of shareholders for deliberation
① Pass
Handled by finance department
Internal audit department audit
Filed by finance department
Article 14 the finance department shall, together with other departments, formulate a proposal on financial derivatives trading according to the specific operation of the company. Article 15 the securities department shall submit the financial derivatives trading proposal to the board of directors and / or the general meeting of shareholders for deliberation according to the approval authority specified in the system, and the proposal can be implemented only after it is deliberated and approved by the board of directors and / or the general meeting of shareholders.
Article 16 the finance department shall handle the financial derivatives trading specifically according to the financial derivatives trading proposal deliberated and approved by the board of directors or the general meeting of shareholders, formulate the company’s financial derivatives trading scheme matching the actual business scale on the principle of conservatism, and submit it to the management for review.
Article 17 independent directors shall express independent opinions on compliance of relevant approval procedures, establishment and improvement of internal control procedures, impact on the company and other matters in accordance with the system and applicable laws, regulations and provisions.
Article 18 the related party transactions of financial derivatives between the company and related parties shall be deliberated in accordance with the related party transactions specified in the articles of association.
Article 19 the securities department shall make an announcement in accordance with this system within two trading days after making a resolution on financial derivatives trading. Article 20 after the board of directors / general meeting of shareholders of the company passes the resolution on financial derivatives trading and the specific trading scheme is approved, the finance department shall make a timely inquiry and determine the financial institution qualified for financial derivatives trading business.
Article 21 the procedures for signing contracts related to financial derivatives transactions are as follows:
1. Before signing contracts related to derivatives transactions with financial institutions, the finance department shall submit the text of such contracts to the legal department of the company for review and confirmation.
2. The company’s legal representative or the person authorized in writing by the legal representative signs contracts related to financial derivatives transactions with financial institutions on behalf of the company.
Article 22 the finance department shall register each financial derivatives 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.
Article 23 the finance department shall report the profits and losses of financial derivatives trading business to the management every quarter. Article 24 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.
Article 25 the internal audit department shall review the actual operation, capital use and profit and loss of financial derivatives trading business quarterly or irregularly, and report the review to the audit committee in time.
Article 26 the finance department shall file the audit drafts related to financial derivatives transactions.
Chapter IV Risk Management System
Article 27 the finance department shall keep track of the development, changes and credit status of financial institutions at any time, so that the company can select or replace financial institutions according to the actual situation.
Article 28 before carrying out financial derivatives trading business, the company shall:
1. The finance department leads other departments to evaluate the investment risk of financial derivatives, analyze the feasibility and necessity of financial derivatives trading, and timely report emergencies and changes in risk assessment.
2. The finance department reviews the necessity and risk control of derivatives trading.
3. The company may employ a consulting agency to issue a feasibility analysis report on the company’s financial derivatives business.
Article 29 the company shall establish internal risk reporting system and risk handling procedures:
1. When the relevant market fluctuates violently, the finance department shall analyze the risk in time and report the relevant information in time according to the approval authority.
2. The company shall set appropriate stop loss limits for various derivatives or different counterparties according to the characteristics of invested derivatives, clarify the stop loss processing business process, and strictly implement the stop loss provisions. The company shall calculate at the end of each quarter. If the fair value measurement statement issued by the financial institution is not received in each quarter, it shows that the changes in the fair value of the financial derivatives designated by the company for hedging offset the changes in the fair value of the hedged items, If the amount of loss reaches or exceeds 10% of the audited net profit attributable to the shareholders of the listed company in the most recent year and the amount of loss reaches or exceeds RMB 10 million, the company shall disclose it in time within two trading days.
3. The internal audit department and the legal department of the company are responsible for the above internal risk reporting system and risk treatment
