Foreign exchange risk hedging management system
December 24, 2021
catalogue
Chapter I General Provisions Chapter II operating principles Chapter III approval authority Chapter IV internal operation process 4 chapter V information isolation measures 5 Chapter VI internal risk management Chapter VII information disclosure and archives management 6 Chapter VIII Supplementary Provisions six
Chapter I General Provisions
Article 1 in order to standardize Ninestar Corporation(002180) (hereinafter referred to as “the company”) and its subsidiaries’ foreign exchange hedging business, effectively prevent and control risks and strengthen the management of foreign exchange hedging business, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of information disclosure of listed companies This system is formulated in accordance with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association, and in combination with the actual situation of the company. Article 2 the term “hedging” in this system refers to the company’s designation of one or more hedging instruments to avoid foreign exchange risk (including foreign exchange forward, swap, futures, options, option portfolio and other financial derivatives), 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 term “foreign exchange hedging” as mentioned in this system is divided into fair value hedging and cash flow hedging.
Fair value hedging refers to hedging the risk of changes in fair value of recognized assets or liabilities, unrecognized firm commitments, or the identifiable part of such assets or liabilities and unrecognized firm commitments. This kind of value change originates from a certain kind of specific risk and will affect the profit and loss of the enterprise.
Cash flow hedging refers to the hedging of the risk of changes in cash flow, which originates from a certain type of specific risk related to recognized assets or liabilities and probable expected transactions, and will affect the profits and losses of the enterprise.
As far as the company is concerned, with foreign currency balance, bank foreign currency loans, foreign currency receivables, payables or net balance of foreign currency receivables and payables as the hedged items, foreign exchange financial derivatives are designated as hedging instruments, and the hedged risk is determined as the change risk of monetary funds, bank loans, receivables and payables due to exchange rate fluctuations, Then the hedging is consistent with the fair value hedging; For the hedged items with expected foreign currency receipts and payments or expected net foreign currency receipts and payments, designate foreign exchange financial derivatives as hedging instruments, and determine that the hedged risk is the risk of cash flow changes caused by exchange rate changes in expected foreign currency receipts and payments, then the hedging is cash flow hedging. Article 4 this system is applicable to the foreign exchange hedging business carried out by the company and its holding subsidiaries. The foreign exchange hedging business of subsidiaries shall be regarded as the foreign exchange hedging business of listed companies, and these systems shall apply. Subsidiaries shall not operate foreign exchange hedging business without the consent of the company; When a subsidiary purchases hedging products, it needs to implement it within its authority.
Article 5 the company’s foreign exchange hedging business shall comply with relevant national laws, regulations, normative documents and company systems, and perform relevant decision-making procedures and information disclosure obligations.
Chapter II operating principles
Article 6 the company’s foreign exchange hedging shall be based on normal production and operation, match with the company’s actual business, take avoiding and preventing exchange rate risk as the main purpose, and shall not engage in foreign exchange hedging for the purpose of speculation
Deal.
Article 7 the company’s foreign exchange hedging business is only allowed to trade with banks and other financial institutions approved by relevant government departments and with relevant business operation qualifications, and shall not trade with other organizations or individuals other than the above-mentioned financial institutions.
Article 8 when conducting foreign exchange hedging business, the company must reasonably arrange the amount, products and period of hedging based on the company’s prudent forecast, so as to ensure the effectiveness of hedging.
Article 9 the company must establish a foreign exchange hedging account in its own name and shall not use the account of others for foreign exchange hedging business.
Article 10 the company shall have its own funds matching the foreign exchange hedging business, shall not use the raised funds for foreign exchange hedging directly or indirectly, and shall control the capital scale in strict accordance with the transaction amount of foreign exchange hedging business deliberated and approved by the general meeting of shareholders or the board of directors, which shall not affect the normal operation of the company. Chapter III approval authority
Article 11 the company’s management, the board of directors and the general meeting of shareholders are the decision-making and approval subjects of the company’s foreign exchange hedging business. The specific decision-making and approval authorities are as follows:
1. The total amount of foreign exchange hedging transactions of the company shall be implemented after being reviewed by the board of directors and submitted to the general meeting of shareholders for review and approval, and the management of the company shall be authorized to approve and sign relevant transaction documents.
2. The foreign exchange hedging business carried out within the total amount and validity period of foreign exchange hedging transactions reviewed and approved by the general meeting of shareholders shall be carried out only after the approval of the company’s management. Chapter IV internal operation process
Article 12 the board of directors or the general meeting of shareholders is the decision-making body of the company’s foreign exchange hedging business. The board of directors of the company authorizes the company’s management to be responsible for the operation and management of foreign exchange hedging business, and sign and approve relevant plans and documents. Without authorization, no other person has the right to sign and approve documents related to foreign exchange hedging business.
Article 13 the Finance Department of the company is the Department in charge of foreign exchange hedging business, which is responsible for analyzing the feasibility and necessity of foreign exchange hedging business, formulating implementation plan, raising funds, operating business and daily management.
Article 14 the Audit Department of the company is the supervision department of foreign exchange hedging business, which is responsible for reviewing the actual operation, fund use and profit and loss of the supervision business, urging the financial department to timely carry out accounting treatment, and verifying the accounting treatment; At the same time, supervise the hedging business personnel to implement risk management policies and risk management procedures, and prevent operational risks in the business in a timely manner. Article 15 the Securities Department of the company shall, in accordance with the relevant provisions of securities regulatory departments such as CSRC and Shenzhen Stock Exchange
As required, be responsible for reviewing the legality and compliance of the decision-making procedures for foreign exchange futures hedging business and disclosing information in a timely manner.
Article 16 the legal affairs department is responsible for the compliance review of the company’s legal documents related to foreign exchange hedging transactions and the assessment, prevention and resolution of relevant risks.
Article 17 the internal operation process of the company’s foreign exchange hedging business is as follows:
1. The fund group of the finance department (hereinafter referred to as the “fund group”) is responsible for managing foreign exchange hedging, strengthening the research and judgment of RMB exchange rate, and organizing the company to carry out foreign exchange hedging in due time.
2. The finance department, together with the procurement department and the sales department, forecasts the receipt and payment of foreign currency based on the expectation of future business development, and submits relevant data to the fund group.
3. The fund team shall formulate the specific implementation plan of foreign exchange hedging according to the submitted data and in combination with the actual situation, and submit it to the company’s operation and management for approval.
4. According to the approved implementation plan, the fund team selects appropriate financial institutions to carry out foreign exchange hedging transactions, and the operation management shall sign relevant agreements.
5. After receiving the notice of foreign exchange hedging transaction from the financial institution, the finance department shall register each 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. 6. The fund team shall pay attention to the profit and loss of the company’s foreign exchange hedging business and report the relevant situation to the president and chairman every month. For the breach of contract that has occurred, it shall immediately report it in writing to the president and chairman of the board of directors, and copy it to the Secretary of the board of directors to determine whether to fulfill the obligation of information disclosure.
7. The finance department shall timely evaluate whether the hedging relationship meets the requirements of hedging effectiveness. The effective part of hedging shall be included in other comprehensive income or financial expenses and other corresponding income statement accounts, and the ineffective hedging shall be included in the profit and loss of changes in fair value or investment income.
8. The audit department shall regularly audit the actual operation, fund use and profit and loss of foreign exchange hedging business, check whether the transaction and information disclosure are implemented in accordance with relevant internal control systems, and report the audit results to the audit committee of the board of directors of the company.
Chapter V information isolation measures
Article 18 all personnel involved in the company’s foreign exchange hedging business and cooperative financial institutions shall abide by the company’s confidentiality system and shall not disclose the company’s foreign exchange hedging business transaction plan, transaction status, settlement status, capital status and other information related to the company’s foreign exchange hedging business without permission. Article 19 the transaction operation links of foreign exchange hedging 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 Audit Department of the company shall be responsible for supervision.
Chapter VI internal risk management
Article 20 during the operation of foreign exchange hedging business, the finance department shall timely settle with the financial institution according to the foreign exchange amount, exchange rate and delivery period agreed in the foreign exchange hedging agreement signed with the financial institution.
Article 21 when the exchange rate fluctuates violently, the fund team shall timely analyze and make countermeasures, and timely report the relevant information to the president of the company and the board of directors of the company if necessary.
Article 22 in case of major risks or possible major risks in the company’s foreign exchange hedging business, the fund team shall timely submit analysis reports and solutions, and track the business progress at any time; The audit department shall conscientiously perform the supervision function, report any violation to the audit committee of the board of directors of the company immediately, and send a copy to the Secretary of the board of directors of the company.
Chapter VII information disclosure and archives management
Article 23 the company shall disclose the information of the company’s foreign exchange hedging business in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Article 24 the financial department shall be responsible for keeping the business files such as foreign exchange hedging business plans, transaction materials and delivery materials, as well as the original files such as business transaction agreements and authorization documents for at least ten years.
Chapter VIII supplementary provisions
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. If the system is inconsistent with the provisions of relevant laws, regulations and normative documents issued in the future, the provisions of relevant laws, regulations and normative documents shall be implemented and revised in time.
Article 26 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 27 the system shall be interpreted and revised by the board of directors of the company.
Ninestar Corporation(002180) board of directors
December 23, 2001
