Foshan Nationstar Optoelectronics Co.Ltd(002449)
Securities investment and derivatives trading management system
Chapter I General Provisions
Article 1 in order to regulate the securities investment and derivatives trading of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as "the company"), effectively prevent investment risks, strengthen risk control and protect the rights and interests of investors and the interests of the company, in accordance with the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board This system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions and other laws, regulations, normative documents and the relevant provisions of Foshan Nationstar Optoelectronics Co.Ltd(002449) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the securities investment mentioned in this system includes the placement or subscription of new shares, securities repurchase, stock and depositary receipt investment, bond investment and other investment activities recognized by Shenzhen Stock Exchange.
The derivatives trading mentioned in this system refers to the trading of forward, futures, swaps (swaps), options and other products or financial instruments with mixed 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.
This system is not applicable under the following circumstances:
(I) securities investment and derivatives trading as the main business of the company or its holding subsidiaries;
(II) fixed income investment or commitment to capital preservation;
(III) participating in the allotment of shares or exercising the preemptive right of other listed companies; (IV) securities investment that purchases more than 10% of the total share capital of other listed companies and plans to hold for more than three years;
(V) investments made before the company's initial public offering and listing. Article 3 principles of securities investment and derivatives trading
(I) the company's securities investment and derivatives trading shall comply with the relevant provisions of national laws, regulations and normative documents;
(II) the company shall be cautious in securities investment and derivatives trading, strengthen risk control and reasonably evaluate benefits;
(III) securities investment and derivatives trading must be compatible with the company's asset structure, with appropriate scale and according to its ability, and can not affect the normal operation of the company's main business.
Article 4 the source of funds for securities investment and derivatives trading of the company is the company's own funds. The company shall reasonably arrange and use funds, and shall not use the raised funds to directly or indirectly engage in securities investment and derivatives trading.
During the period when the company uses idle raised funds to temporarily supplement working capital, securities investment and derivatives trading shall not be conducted within 12 months after changing the investment direction of raised funds to permanently supplement working capital, and within 12 months after permanently using the over raised funds to supplement working capital or repay bank loans.
Article 5 the futures varieties of the company engaged in hedging business shall be limited to the products related to the company's production and operation or the raw materials required.
Chapter II decision making and management of securities investment and derivatives trading
Article 6 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of securities investment and derivatives trading of the company. The company's securities investment and derivatives trading, regardless of the amount, shall be deliberated and approved by the board of directors, and shall obtain the consent of more than two-thirds of all directors and more than two-thirds of independent directors. If it meets the deliberation standard of the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation.
Article 7 when the company conducts securities investment and derivatives transactions, if it is difficult to perform the review procedures and disclosure obligations for each securities investment and derivatives transaction due to transaction frequency and timeliness requirements, it can reasonably predict the scope, amount and duration of securities investment and derivatives transactions in the next 12 months, and apply the relevant provisions of review procedures and information disclosure obligations based on the amount of securities investment and derivatives transactions:
(I) if the trading quota of securities investment and derivatives of the company accounts for more than 10% of the company's latest audited net assets and the absolute amount exceeds RMB 10 million, it shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time;
(II) if the trading quota of securities investment and derivatives of the company accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, or if it is required to be submitted to the general meeting of shareholders for deliberation according to the articles of association, it shall also be submitted to the general meeting of shareholders for deliberation before investment.
The service life of the relevant limit shall not exceed 12 months, and the trading amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the trading limit of securities investment and derivatives.
Article 8 the securities investment and derivative transactions between the company and related parties shall be implemented with reference to the relevant provisions of the company's related party transaction management system. In addition, derivatives transactions between the company and related parties shall be submitted to the general meeting of shareholders for deliberation in addition to the deliberation and approval of the board of directors.
Article 9 when engaging in securities investment and derivatives trading, the company shall follow the principles of legality, prudence, safety and effectiveness, establish and improve the internal control system, control investment risks and pay attention to investment benefits.
The board of directors of the company shall continuously track the implementation progress and investment safety of securities investment and derivatives trading. In case of abnormal circumstances such as large investment losses, the board of directors shall immediately take measures and fulfill the obligation of disclosure as required.
Article 10 where the company is engaged in derivatives trading, it shall provide a feasibility analysis report, submit it to the board of directors for deliberation and timely perform the obligation of information disclosure, and the independent directors shall express special opinions.
Where the company is engaged in derivatives trading, in principle, it shall control the matching of spot and derivatives in terms of type, scale and time, and formulate practical emergency response plans to deal with major emergencies that may occur in the trading process in a timely manner. Article 11 the company shall set appropriate stop loss limits for various derivatives or different counterparties, clarify the business process of stop loss processing, and strictly implement the stop loss provisions.
Article 12 If the fair value impairment of the company's traded derivatives and the change in the value of assets (if any) used for risk hedging add up, resulting in a total loss or floating loss, the company shall disclose in time every time the amount reaches 10% of the company's audited net profit attributable to the company's shareholders in the latest year and the absolute amount exceeds 10 million yuan. Chapter III responsible departments and persons of securities investment and derivatives trading
Article 13 the chairman of the company is the first responsible person for the management of securities investment and derivatives trading, and signs agreements and contracts related to securities investment and derivatives trading within the scope authorized by the board of directors or the general meeting of shareholders.
Article 14 the chairman of the board of directors shall designate the investment department or other departments to be responsible for the investigation, negotiation and evaluation of securities investment and derivatives trading projects and the implementation of specific operation matters.
In case of substantial progress or significant changes in the implementation process of the project, the project leader shall report to the chairman at the first time (in principle, within one working day after knowing the situation), and the chairman shall report to the board of directors immediately.
The office of the board of directors is responsible for fulfilling relevant information disclosure obligations.
Article 15 the financial department of the company is responsible for the raising, allocation and use management of funds required for securities investment and derivatives transactions; Be responsible for the accounting of securities investment and derivatives trading projects, check and supervise their legitimacy and authenticity, and prevent the loss of the company's assets; Manage the margin of securities investment and derivatives trading projects; Be responsible for timely accounting treatment of securities investment and derivatives trading business, and filing and keeping relevant files.
Article 16 the Audit Department of the company is responsible for the audit and supervision of securities investment and derivatives trading projects. The audit committee of the board of directors is responsible for supervising and inspecting the work of the audit department, listening to relevant work reports, and timely reporting to the board of directors of the company on projects that cannot achieve the expected benefits.
Article 17 other relevant departments and subsidiaries of the company shall participate in, assist and cooperate in securities investment and derivatives trading according to their functions.
Chapter IV Disposal Process of securities investment and derivatives trading projects
Article 18 before disposing of securities investment and derivatives trading, the person in charge (investment department or other departments) designated by the chairman shall analyze and demonstrate the securities investment and derivatives trading projects to be disposed, issue an analysis report and report to the chairman.
Article 19 the chairman of the company shall submit the disposal of securities investment and derivatives trading projects to the board of directors or the general meeting of shareholders for deliberation and approval in accordance with the decision-making authority specified in the system.
Article 20 the financial department of the company shall timely conduct accounting for the disposed securities investment and derivatives trading projects, check and supervise their legality and authenticity, and prevent the loss of the company's assets.
Article 21 after the disposal of the investment project is completed, the person in charge (investment department or other departments) designated by the chairman shall organize relevant departments and personnel to evaluate the securities investment and derivatives trading project, calculate the investment income or loss, as well as the problems in the implementation of the project, and make a written report to the board of directors. Chapter V Information Disclosure of securities investment and derivatives trading
Article 22 when conducting securities investment and derivatives trading, the company shall timely perform the obligation of information disclosure in strict accordance with the requirements of Shenzhen Stock Exchange and the provisions of this system.
Article 23 the Secretary of the board of directors is responsible for the public disclosure of the company's securities investment and derivatives trading information. Other directors, supervisors, senior managers and relevant insiders shall not release any undisclosed securities investment and derivatives trading information of the company without the written authorization of the board of directors.
Chapter VI others
Article 24 when the company investigates, negotiates and evaluates securities investment and derivatives trading projects, insiders shall be obliged to keep confidential the unpublished information they have learned, and shall not disclose it in any form without authorization. In case of serious impact or loss to the company due to dereliction of duty or violation of the regulations of this system, the company will give the responsible person corresponding criticism, warning, or even terminate the labor contract according to the situation; If the circumstances are serious, administrative and economic penalties will be imposed; If it is suspected of violating the law, the company will transfer it to the judicial authority for handling in accordance with the relevant provisions of the securities law of the people's Republic of China and other laws and regulations.
Article 25 this system is applicable to securities investment and derivatives trading of the company and its holding subsidiaries. Without the consent of the company, the holding subsidiaries of the company shall not conduct securities investment and derivatives trading. If the holding subsidiary intends to conduct securities investment and derivatives trading, it shall first report the scheme and relevant materials to the company, and the holding subsidiary can implement it only after the company performs relevant procedures and obtains approval. Where the company's joint-stock company conducts securities investment and derivatives trading, which has a great impact on the company's performance, it shall perform the obligation of information disclosure with reference to the relevant provisions of this system.
Chapter VII supplementary provisions
Article 26 matters not covered in this system shall be implemented in accordance with the relevant legal normative documents and the relevant provisions of the articles of Association; In case of any conflict between this system and the legal normative documents issued in the future or the articles of association modified by legal procedures, the relevant provisions of the relevant national legal normative documents or the articles of association shall prevail.
Article 27 the system shall be interpreted by the board of directors of the company and shall be implemented from the date of deliberation and approval by the board of directors of the company. The original venture capital management system (revised in 2015) shall be abolished at the same time.
