China Haisum Engineering Co.Ltd(002116)
Measures for the administration of forward foreign exchange settlement and sales business
1 General
1.0.1 in order to standardize the development of forward foreign exchange settlement and sales business of China Haisum Engineering Co.Ltd(002116) (hereinafter referred to as “the company”) and improve the internal control system of forward foreign exchange settlement and sales business of the company, according to the company law of the people’s Republic of China and the Securities Law of the people’s Republic of China These measures are formulated in accordance with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the notice on matters related to the practical strengthening of the management of long-term settlement and sale of foreign exchange (Guo Zi fa cai Ping GUI [2020] No. 8) of the state owned Assets Supervision and Administration Commission, the superior and the articles of association, and in combination with the actual situation of the company.
1.0.2 the long-term foreign exchange settlement and sales business refers to the foreign exchange settlement and sales business that the company signs the long-term foreign exchange settlement and sales contract with banks and other financial institutions, which stipulates the foreign exchange currency, amount, exchange rate and time limit for foreign exchange settlement or sales in the future. When the foreign exchange income or expenditure occurs on the due date, it will be handled according to the currency, amount and exchange rate agreed in the long-term foreign exchange settlement and sales contract.
1.0.3 the company shall follow the principles of legality, prudence, safety and effectiveness and establish and improve the internal control system when carrying out the long-term settlement and sales of foreign exchange.
1.0.4 the system is applicable to the company’s headquarters, Shanghai headquarters and wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”). Subsidiaries shall, according to the actual situation of the enterprise, formulate implementation rules, management measures for long-term settlement and sales of foreign exchange, operation manual, risk management manual and Implementation Rules for the management system of mutual checks and balances before, during and at the back of the transaction, which shall be submitted to the company for approval. The implementation rules shall specify specific risk avoidance methods and transaction decision-making processes, and shall be strictly followed. 2 trading principles
2.0.1 principle of price locking and risk aversion
The long-term foreign exchange settlement and sales business must be based on the signed and effective international engineering contracts and normal import and export business, for the purpose of locking the exchange rate, ensuring the project and trade profits and preventing the risk of exchange rate fluctuation, match the variety, scale, direction and term of spot exchange, and prohibit any form of speculative trading.
2.0.2 principle of prudent operation
The development of forward foreign exchange settlement and sales shall be based on the prudent prediction of the company’s foreign exchange revenue and expenditure and time. The total amount and delivery period of forward foreign exchange settlement and sales contracts shall match the company’s prudent prediction of foreign exchange revenue and expenditure.
2.0.3 principle of legality and compliance
In carrying out forward foreign exchange settlement and sales business, subsidiaries shall abide by the state’s regulations on foreign exchange, carry out business in accordance with laws and regulations, and accept the supervision and inspection of relevant state departments.
2.0.4 principle of hierarchical management
When conducting long-term foreign exchange settlement and sales business, a subsidiary shall determine the leaders in charge of the business and the centralized management department to manage the long-term foreign exchange settlement and sales business of the same level and its subsidiaries, establish and improve the management measures according to its own business characteristics and management needs, and strengthen business control, risk management, supervision and inspection in accordance with the provisions of these measures, And urge its subsidiaries to improve the internal control management of long-term foreign exchange settlement and sales business. Subsidiaries should improve systems, strengthen risk control and conduct business in compliance to ensure that management responsibilities are implemented in place.
2.0.5 the principle of approval at all levels and regular report
Before carrying out the long-term foreign exchange settlement and sales business, the subsidiary shall submit the business qualification approval materials to the board of directors of the company. After the review and approval of the board of directors, the subsidiary shall standardize the business within the approved scope and form a report on the development of the long-term foreign exchange settlement and sales business on a regular basis. If there are other provisions on the business of long-term settlement and sale of foreign exchange at the higher level, such provisions shall prevail. 2.0.6 principle of independent checks and balances
Subsidiaries shall set up institutions and posts that can fully meet the operation needs of long-term foreign exchange settlement and sales business, and each institution, department and post shall maintain relative independence in terms of functions; The establishment of internal institutions and posts must have clear rights and responsibilities, contain each other, and eliminate the blind spots in the control of long-term foreign exchange settlement and sales business through practical mutual restriction measures. Subsidiaries shall set up institutions and posts that can fully meet the operation needs of long-term foreign exchange settlement and sales business, and each institution, department and post shall maintain relative independence in terms of functions; The establishment of internal institutions and posts shall have clear rights and responsibilities, contain each other, and eliminate the blind spots in hedging control through practical mutual restriction measures. Strictly implement the principle of separation of front, middle and back office posts and personnel.
2.0.7 principle of specialization and concentration
Subsidiaries should improve their professional operation level and strengthen risk management and audit supervision. In principle, similar long-term foreign exchange settlement and sales should be operated centrally on a unified platform.
3 approval authority
3.0.1 the company implements the business approval system for the long-term settlement and sales of foreign exchange. Before carrying out the long-term settlement and sales of foreign exchange, the approval materials shall be submitted to the company in advance, and the business can be carried out only after being reviewed and approved by the board of directors of the company. If there are other provisions on the business of long-term settlement and sale of foreign exchange at the higher level, such provisions shall prevail.
3.0.2 if the single transaction amount of the company’s forward foreign exchange settlement and sales or the cumulative transaction amount within 12 consecutive months does not exceed 50% of the company’s latest audited net assets, the board of directors of the company shall review and approve and timely perform the obligation of information disclosure. If it exceeds the above limit, it shall also be submitted to the general meeting of shareholders for deliberation. If relevant approval procedures have been performed and disclosed in accordance with the provisions of this article, it will not be included in the scope of cumulative calculation.
4 organization and management responsibilities
4.0.1 the board of directors of the company is responsible for the management of hedging business within the scope authorized by the general meeting of shareholders, and its main responsibilities include:
(1) Examine and approve the company’s management system for long-term foreign exchange settlement and sales business;
(2) Approve the business qualification of subsidiaries that specifically carry out forward foreign exchange settlement and sales. The approved contents include the necessity of business development, the soundness and effectiveness of the system, the rationality of institutional setting, and the professional competence of personnel. The approved items shall specify the trading place, variety, tools and other contents;
(3) Examine and approve the company’s annual business plan for long-term foreign exchange settlement and sales. Including the variety, strategy and capital occupation scale of the long-term foreign exchange settlement and sales business;
(4) If the above responsibilities exceed the approval authority of the board of directors, they shall be submitted to the general meeting of shareholders for approval.
4.0.2 the management of the company shall study and implement the resolutions of the board of directors on the long-term foreign exchange settlement and sales business, and its main responsibilities include:
(1) Examine and approve the company’s management system for long-term foreign exchange settlement and sales business and monitor the implementation;
(2) Examine and approve the operation of the company’s forward foreign exchange settlement and sales business in the previous year, the business plan for the next year and relevant major matters;
(3) Examine and approve the daily management matters, quarterly analysis reports, statements and other matters filed with the superior of the company’s long-term foreign exchange settlement and sales business;
4.0.3 the strategic operation center is the centralized management department of the company’s long-term foreign exchange settlement and sales business, and takes the lead in the specific management of the company’s long-term foreign exchange settlement and sales business. Main responsibilities include:
(1) Be responsible for formulating and revising the management measures and relevant systems of the company’s long-term foreign exchange settlement and sales business;
(2) Establish and improve the management system of long-term foreign exchange settlement and sales business;
(3) Review the annual plan for long-term foreign exchange settlement and sales and put forward review opinions;
(4) Summarize and prepare the long-term foreign exchange settlement and sales report, and monitor the long-term foreign exchange settlement and sales.
4.0.4 the financial fund management center is the centralized management department for the fund control of the company’s long-term foreign exchange settlement and sales business. It is responsible for the fund control of the company’s long-term foreign exchange settlement and sales business according to the company’s annual business plan for long-term foreign exchange settlement and sales. Main responsibilities include:
(1) Establish smooth consultation and communication channels for long-term foreign exchange settlement and sales business with financial institutions;
(2) Standardize fund use procedures and strengthen daily management;
(3) Supervise the accounting treatment of forward foreign exchange settlement and sales business.
4.0.5 the risk management center is the centralized department for the risk control of the company’s long-term foreign exchange settlement and sales business, and takes the lead in the risk management of the company’s long-term foreign exchange settlement and sales business. Main responsibilities include:
(1) Supervise the subsidiaries to establish and improve the risk management system of long-term foreign exchange settlement and sales business;
(2) Promote the subsidiaries to build the internal control system of the long-term settlement and sale foreign exchange industry, and supervise and inspect the construction and implementation of the internal control system;
(3) Regularly carry out audit supervision and inspection, focusing on the implementation of the long-term foreign exchange settlement and sales business system, business management and accounting of the company and its subsidiaries, and put forward independent audit opinions;
(4) Supervise and guide the risk management of the subsidiary’s long-term foreign exchange settlement and sales business, and regularly form the risk management report of the long-term foreign exchange settlement and sales business;
(5) Organize the legal risk assessment of the contract text of forward foreign exchange settlement and sales business;
(6) Supervise subsidiaries to deal with legal disputes, etc.
4.0.6 the main responsibilities of the cost contract center include:
(1) Review the signing currency, exchange rate, amount and term of foreign currency project contracts of subsidiaries. Focus on major nodes such as delivery, acceptance and performance test of foreign currency project contracts.
(2) Review the monthly, quarterly and annual foreign exchange collection and payment scale and time forecast of forward foreign exchange settlement and sales business projects.
4.0.7 the office of the board of directors is responsible for the preparation of relevant announcements and the specific matters of information disclosure in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association.
4.0.8 management responsibilities of subsidiaries:
(1) As the responsible unit for the control of long-term settlement and sale of foreign exchange, the subsidiary shall strengthen the implementation of internal control, strictly comply with the management, standardize the authorization and approval, transaction operation, fund use and regular report, and prohibit any concealment, omission, false report or delayed report of major risks and risk loss events, the preparation of false control report and the inconsistency between accounts and facts; (2) The general manager of the subsidiary is the first person responsible for the control of long-term foreign exchange settlement and sales, and is responsible for leading the construction of the enterprise’s long-term foreign exchange settlement and sales management system, daily work development and risk control;
(3) When carrying out forward foreign exchange settlement and sales, subsidiaries should establish a strict and effective business management system, which should clarify business approval procedures, operation procedures, margin management, accounting, risk management requirements, stop loss limit, emergency treatment, supervision and inspection and accountability, and build a perfect management system of mutual checks and balances among pre transaction, middle transaction and back office;
(4) According to the management regulations of the superior company and the characteristics of the long-term settlement and sales of foreign exchange, the subsidiary shall strictly abide by the principle of separation of incompatible posts, establish a post responsibility system, and clarify the post responsibility scope and work requirements of the business department, trading department, risk management department, financial department and other relevant departments;
(5) Establish a scientific and reasonable incentive and restraint mechanism, comprehensively evaluate the profit and loss of long-term foreign exchange settlement and sales, and objectively evaluate the effect of business hedging. It is not allowed to simply link the performance appraisal and salary incentive with the unilateral profit and loss of long-term foreign exchange settlement and sales, so as to prevent the investment behavior caused by one-sided emphasis on the unilateral profit of long-term foreign exchange settlement and sales.
5. Business control
5.0.1 business approval
(1) The company implements business approval management for the long-term settlement and sales of foreign exchange of its subsidiaries. Subsidiaries shall conduct business within the approved scope and shall not exceed the approved scope without authorization. Subsidiaries with asset liability ratio higher than the SASAC control line, operating losses for three consecutive years and tight funds shall not carry out long-term foreign exchange settlement and sales;
(2) In case of new long-term foreign exchange settlement and sales qualification or change of approved qualification, the subsidiary shall submit qualification approval materials to the company level by level, and carry out new business after being approved by the board of directors and reported to the superior company for approval and filing;
(3) Subsidiaries shall submit the annual long-term foreign exchange settlement and sales plan to the company level by level, and carry out business only after it is approved by the board of directors and reported to the superior for approval and filing;
(4) The subsidiary shall determine the policies and strategies for the long-term settlement and sale of foreign exchange according to the company’s strategic objectives, main business scope, asset safety, business objectives, capital strength, management ability and risk characteristics of the types of transactions it is engaged in;
(5) Business qualification approval materials
① Approval resolutions of the board of directors of subsidiaries. When the qualification approval items of subsidiaries are changed, they shall be resubmitted to the board of directors for approval;
② The contents of the approved report include the objective needs and necessity of business development, the soundness and effectiveness of business management system and risk management mechanism, the rationality of institutional setting, professional competence of personnel, trading places, varieties, tools, etc;
③ Provide feasibility study report: including demand and necessity analysis of long-term foreign exchange settlement and sales
Market conditions, existing conditions, etc; Internal control system and risk management manual: including business system, transaction process, fund management, risk early warning and disposal mechanism, audit supervision, etc; Organization setting, responsibilities and staffing of front, middle and back offices.
(6) Business plan review materials
① The approval resolution of the board of directors of the subsidiary;
② The subject, business type, strategy, capital occupation scale, stop loss limit, etc. of carrying out forward foreign exchange settlement and sales.
5.0.2 the operation process of forward foreign exchange settlement and sales business is as follows:
(1) The scale and duration of the long-term foreign exchange settlement and sales business shall be within the scope of the capital demand contract, and shall correspond to the capital demand contract one by one in principle. Implement variety classification management, and the scale indicators of different subsidiaries and different transaction varieties shall not be borrowed or used in series.
(2) Generally, the position holding time shall not exceed 12 months, and it is not allowed to blindly engage in long-term business or extend the term.
(3) The board of directors of subsidiaries is responsible for the approval of transaction authorization. The authorization shall specify the list of personnel with transaction authority, transaction type and amount. In case of any change in personnel responsibilities, the authorization shall be suspended or re authorized in time. The person in charge of the enterprise is strictly prohibited from directly trading.
(4) Subsidiaries shall formulate special business operation manuals or compliance manuals and implement professional operations. (5) Subsidiaries can set up independent risk management departments, trading departments and financial departments to carry out forward foreign exchange settlement and sales business, strictly implement the principle of separation of front, middle and back office posts and personnel, and establish regular job rotation and training system. If the business development frequency is low or the scale is small, the risk management department and trading department may not be set separately, but the principle of incompatible posts and personnel separation must be strictly implemented.
(6) Special management shall be implemented for capital accounts such as margin, standardize the procedures for fund allocation and use, and strengthen daily monitoring. Strictly implement the approval procedures for margin increase. It is not allowed to carry out forward foreign exchange settlement and sales in an individual account (or in the name of an individual).
(7) The trading department shall formulate a specific operation plan according to the approved business plan and operate after approval according to the specified procedures. For the unapproved operation plan, the financial department shall not allocate funds or conduct transaction settlement.
(8) The risk management department shall establish a regular reporting system; The risk management department, the trading department and the financial department shall check on a monthly basis; risk
