Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Futures trading management system
March, 2002
Article 1 in order to regulate the company’s futures investment business and control the risk of futures investment, this management system is hereby formulated in accordance with the relevant national laws and regulations, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, and the Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of association.
Article 2 this system is applicable to Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as ” Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) ” or “the company”) and its subsidiaries.
Article 3 the varieties of transactions are mainly the main raw materials and materials required for the production and operation of the company. On the premise of not affecting the normal operation and legal compliance of operation, choose an appropriate time for hedging business and futures investment of raw materials and materials. The purpose is to grasp the rhythm in the price fluctuation of the spot market, reduce the spot procurement cost and increase the company’s income.
Article 4 basic principles of Futures Trading:
(I) the company’s futures trading shall comply with national laws and regulations;
(II) the company’s futures trading must pay attention to risk prevention and ensure the safe operation of funds;
(III) the company shall strictly control the scale of futures trading funds and shall not affect the normal operation of the company;
(IV) the company shall not use the raised funds to engage in futures trading.
Article 5 the company’s futures investment business shall be carried out within the limits authorized by the general meeting of shareholders and the board of directors, and the funds can be recycled. If the hedging investment amount 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 reviewed and approved by the board of directors and perform the information disclosure in a timely manner;
If the company’s futures investment business accounts for more than 30% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, it shall be deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation, and the company shall timely perform the obligation of information disclosure. Before issuing the notice of the general meeting of shareholders, the company shall, on its own or hire a consulting agency to investigate the necessity of futures trading it intends to engage in Issue a special analysis report on the feasibility and derivative risk management measures and disclose the analysis conclusions.
Article 6 when the company is engaged in futures trading, the management shall issue a feasibility analysis report on futures trading and submit it to the board of directors, which can be implemented only after it is reviewed and approved by the board of directors and disclosed in time. Independent directors shall express special opinions.
Article 7 if the impairment of the fair value of the company’s traded derivatives and the change in the value of the assets (if any) used for risk hedging add up, resulting in a total loss or floating loss, the company shall disclose in a timely manner whenever the amount reaches 10% of the company’s audited net profit attributable to the shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million.
Article 8 where the company engages in derivative transactions beyond the authority of the board of directors and not for the purpose of hedging, it shall be implemented only after the board of directors has deliberated and approved, the independent directors have issued special opinions and submitted to the general meeting of shareholders for deliberation and approval. Before issuing the notice of the general meeting of shareholders, the company shall issue a special analysis report on the necessity and feasibility of its proposed derivative transactions and derivative risk management measures by itself or hire a consulting agency, and disclose the analysis conclusions.
Article 9 derivatives related party transactions between the company and related parties shall be submitted to the general meeting of shareholders for deliberation and announced after deliberation.
Article 10 when the company conducts futures trading, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to trading frequency and timeliness requirements, it can reasonably predict the investment scope, investment amount and period of the above matters, and the relevant provisions of the review procedures and information disclosure obligations shall apply based on the amount of the amount of the amount. The service life of the relevant quota shall not exceed 12 months, and the futures trading amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment quota.
Article 11 the company’s futures trading must implement a strict joint control system and restrict each other.
Article 12 the futures trading account shall be opened in the name of the company or its subsidiaries. The company shall not use the account of others or provide funds to others for futures trading.
Article 13 the company sets up a futures trading management team, which is composed of the chairman, general manager, financial director and deputy general manager in charge of marketing. The chairman serves as the team leader, and the company’s procurement and marketing center is responsible for daily futures trading. Article 14 the main responsibilities of the futures trading management team shall include:
(I) participate in the formulation of the company’s futures risk management system and risk management procedures;
(II) establish the futures operation plan and implement it according to the plan;
(III) check and supervise the overall implementation of futures business;
(IV) monitor and evaluate the risk status of futures positions.
Article 15 the company’s personnel engaged in futures business must have written authorization. Authorization includes transaction authorization and transaction fund transfer authorization. The futures trading management team shall maintain the independence and mutual restriction of authorized trading personnel and fund allocation personnel.
(I) the power of attorney shall specify the list of persons who have the right to carry out futures trading, the varieties and trading limits that can engage in futures trading; The letter of authorization for transaction fund allocation shall specify the list of personnel and fund limit authorized to conduct fund allocation.
(II) the power of attorney for futures business shall be signed by the chairman of the board of directors; The authorized person can only operate within the scope of authorization after obtaining written authorization.
Article 16 in case of any change in the futures business personnel, the futures trading management team shall immediately notify the relevant parties of the business. The relevant personnel of the futures business shall no longer enjoy all the rights granted from the date of change. After the personnel change, the futures trading management team shall timely modify the telephone entrustment password, online trading password, bank transfer password and other confidential information, and timely contact the opening futures brokerage company to go through the corresponding change procedures.
Article 17 a stop loss line shall be set for futures trading. When the futures loss reaches 15% of the amount authorized by the board of directors, the position shall be closed and the stop loss shall be carried out.
Article 18 the futures trading management team shall track the changes in the open market price or fair value of derivatives, timely assess the changes in the risk exposure of traded derivatives, and submit a risk analysis report to the management and the board of directors, including the implementation of derivatives trading authorization, derivatives trading position, risk assessment results, the profit and loss of derivatives trading in the current period, the implementation of stop loss limit, etc.
Article 19 If all relevant personnel involved in the transaction instructions and fund allocation involved in the system operate in strict accordance with the specified procedures, the transaction risk shall be borne by the company. For acts such as fund appropriation and securities trading carried out beyond the authority, the ultra vires operator shall bear personal responsibility for the trading risks or losses.
Article 20 this system shall come into force after being deliberated and approved by the board of directors of the company.
Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) March 2022
