Yifan Pharmaceutical Co.Ltd(002019)
YIFAN PHARMACEUTICAL CO.,LTD.
Securities investment and derivatives trading management system
(formulated in April 2002)
Chapter I General Provisions
Article 1 in order to regulate the securities investment, derivatives trading and related information disclosure of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company") and its subsidiaries, prevent investment risks, strengthen risk control and protect the rights and interests of investors and the interests of the company, this system is hereby formulated in accordance with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 2 the term "securities investment" as mentioned in this system includes allotment or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment and other investment activities recognized by Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
The derivatives mentioned in this system refer to 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.
The following situations are not applicable to the scope of securities investment and derivatives trading in this system:
(I) securities investment and derivatives trading as the company's main business;
(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 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 company shall analyze the feasibility and necessity of investment, formulate strict decision-making procedures, reporting systems and monitoring measures, clarify the scope of authorization, key operating points, information disclosure and other specific requirements, and determine the investment scale and period according to the company's risk tolerance.
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 4 where the company is engaged in derivatives trading, it shall reasonably allocate professionals such as investment decision-making, business operation and risk control, and appoint relevant committees of the board of directors to review the necessity and risk control of derivatives trading. When necessary, professional institutions can be hired to issue feasibility analysis reports on derivatives transactions.
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 5 the company shall reasonably arrange and use the funds to develop the main business of the company, and shall not use the raised funds to engage in securities investment and derivatives trading. The company will not make securities investment, derivatives trading and other high-risk investments within 12 months after using the over raised funds to supplement the working capital.
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.
Article 6 for entrusted financial management, the company shall select a qualified professional financial management institution with good credit status and financial status, no bad credit record and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment products, rights, obligations and legal liabilities of both parties. Chapter II decision-making authority of securities investment and derivatives trading
Article 7 specific approval authority for securities investment and derivatives trading:
(I) if the total amount of securities investment accounts for less than 10% of the company's latest audited net assets or the absolute amount does not exceed 10 million yuan, it shall be approved by the chairman of the board.
(II) if the total amount of securities investment accounts for more than 10% of the company's latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time. (III) where the total amount of securities investment accounts for more than 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan, or should be submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association, the company shall, in addition to timely disclosure before investment, submit it to the general meeting of shareholders for deliberation.
(IV) when the company is engaged in derivatives trading, the management shall issue a feasibility analysis report on derivatives 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.
(V) if 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.
(VI) 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.
For securities investment between the company and related parties, the amount of securities investment shall also be taken as the calculation standard, the relevant provisions of related party transactions in the stock listing rules of Shenzhen Stock Exchange shall be applied, and the necessary decision-making procedures and information disclosure obligations shall be performed.
(VII) when the company conducts securities investment and derivatives transactions, if it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to the transaction 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.
The service life of the relevant limit shall not exceed 12 months, and the trading amount of securities investment and derivatives (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the investment limit. Article 8 Where a company makes securities investment, it shall set up securities accounts and capital accounts in the name of the company for securities investment, and shall not use other people's accounts or provide funds to others for securities investment, and shall report the corresponding securities accounts and capital account information to the Shenzhen stock exchange while disclosing the announcement of the resolution of the board of directors.
Chapter III Management of securities investment and derivatives trading
Article 9 the chairman of the company shall sign 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. According to the investment type of relevant securities investment and derivatives trading, the chairman designated relevant departments to investigate, negotiate and evaluate the matters of securities investment and derivatives trading, and implement specific operation matters.
Article 10 the financial department of the company is responsible for the evaluation, fund raising and use management of securities investment and derivatives transactions, and is responsible for the management of funds related to securities investment and derivatives transactions.
Article 11 the internal audit department of the company shall be responsible for the audit and supervision of securities investment and derivatives transactions, conduct a comprehensive inspection on the progress of all securities investment and derivatives transactions every six months, reasonably predict the possible gains and losses of various securities investment and derivatives transactions according to the principle of prudence, and report to the audit committee. Projects that cannot achieve the expected benefits shall be reported to the board of directors of the company in time.
Article 12 the Secretary of the board of directors shall be responsible for the external 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 IV decision making process of securities investment and derivatives trading projects
Article 13 before the company and its subsidiaries implement securities investment and derivatives trading, the chairman or President shall designate relevant departments to coordinate and organize the market prospect of the proposed investment project, the growth of the industry, whether there are existing or potential restrictions on the project by relevant policies and regulations, whether the company can obtain the key capabilities corresponding to the success factors of the project, whether the company can raise the funds required for investment Conduct a comprehensive evaluation on the economic benefit feasibility analysis, project competition and whether the project is consistent with the company's long-term strategy of the proposed investment project, and report to the chairman of the board.
Article 14 when necessary, the company may employ external institutions and experts to consult and demonstrate the investment project.
Article 15 the chairman of the board of directors shall submit the feasible proposed investment projects to the board of directors or the general meeting of shareholders for deliberation in accordance with the decision-making authority specified in the system.
Article 16 independent directors shall express independent opinions on whether the relevant approval procedures for derivatives transactions are in compliance, whether the internal control procedures are established and sound, and the impact on the company. When the company has actual progress or changes in the implementation process of securities investment and derivatives transactions, the relevant person in charge shall report to the chairman at the first time and notify the Secretary of the board of directors at the same time, and the chairman shall report to the board of directors immediately.
The relevant departments of the companies that initiate derivatives transactions and implement such transactions shall set appropriate stop loss limits for various derivatives or different counterparties, clarify the stop loss processing business process, and strictly implement the stop loss provisions.
The relevant departments of listed companies shall track the changes in the open market price or fair value of derivatives, timely evaluate 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, the position of derivatives trading, the results of risk assessment, the profit and loss of derivatives trading in the current period, the implementation of stop loss limit, etc.
Chapter V internal information reporting procedures for securities investment and derivatives trading
Article 17 the company's securities investment and derivatives trading shall follow the internal information reporting procedures stipulated in the management system of company information disclosure.
Article 18 when the company investigates, negotiates and evaluates securities investment and derivatives transactions, 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 by the China Securities Regulatory Commission; 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 relevant laws and regulations; If losses are caused to the company, the company reserves the right to investigate its responsibility.
Article 19 during the implementation of securities investment and derivatives trading, if it is found that there are major loopholes in the investment scheme, significant changes in the external environment of project investment implementation or affected by force majeure, substantial progress of the project or significant changes in the implementation process, directors, supervisors, senior managers or other information insiders of the company shall report to the chairman of the board of directors at the first time and inform the Secretary of the board of directors.
Article 20 the financial department and internal audit department of the company shall strengthen the daily management of securities investment and derivatives transactions, and monitor the progress and income of securities investment and derivatives transactions.
Chapter VI Information Disclosure of securities investment and derivatives trading
Article 21 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 company's shareholders in the latest year and the absolute amount exceeds 10 million yuan.
Article 22 the company shall disclose the securities investment and the derivatives transactions carried out during the reporting period in the periodic report.
Article 23 when conducting securities investment and derivatives trading, the company shall timely perform the obligation of information disclosure in strict accordance with the provisions of the main board of Shenzhen Stock Exchange.
Chapter VII supplementary provisions
Article 24 this system is applicable to the securities investment and derivatives trading of the company and its subsidiaries. Without the consent of the company, subsidiaries of the company shall not conduct securities investment and derivatives trading. If a 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.
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws, administrative regulations, departmental rules, normative documents and the articles of association. If the provisions of this system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and this system shall be modified in time.
Article 26 the system shall be interpreted and revised by the board of directors.
Article 27 the system shall come into force after being deliberated and approved by the board of directors, and the same shall apply to the modification. The original risk investment management system and the internal control system of foreign exchange hedging business shall be invalidated at the same time.
