Dongguan Aohai Technology Co.Ltd(002993)
Foreign exchange hedging business management system
Chapter I General Provisions
Article 1 in order to regulate the foreign exchange hedging business of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”), 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, the stock listing rules of Shenzhen Stock Exchange and the administrative measures for information disclosure of listed companies This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the actual situation of the company.
Article 2 the term “foreign exchange hedging business” as mentioned in this system refers to various businesses carried out with banks and other financial institutions with relevant business qualifications at home and abroad to avoid and prevent exchange rate or interest rate risks, including but not limited to forward settlement and sale of foreign exchange, foreign exchange swaps, foreign exchange options, interest rate swaps, currency swaps, interest rate swaps, interest rate options and other derivative products in order to meet the needs of normal operation or business.
Article 3 the “hedging system” applicable to the wholly-owned subsidiaries or joint-stock controlled subsidiaries of the company (hereinafter referred to as “hedging system”) and other subsidiaries of the company. The foreign exchange hedging business of a subsidiary is regarded as the foreign exchange hedging business of the company, and this system is applicable. The foreign exchange hedging business of subsidiaries shall be uniformly managed by the company.
Article 4 the company’s foreign exchange hedging business shall comply with the provisions of relevant national laws, regulations and normative documents, as well as the relevant provisions of this system.
Chapter II operating principles
Article 5 the company’s foreign exchange hedging must be based on normal production and operation, match with the company’s actual business, and take avoiding and preventing exchange rate or interest rate risk as the main purpose. It is not allowed to conduct foreign exchange transactions for the purpose of speculation.
Article 6 in carrying out foreign exchange hedging business, the company 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 7 the company’s foreign exchange hedging business must be based on the prudent prediction of the company’s foreign currency receipts (payments), and the contract foreign currency amount shall not exceed the total actual demand of foreign currency receipts (payments). At the same time, for foreign currency financing, the company reasonably arranges the amount, variety and time of foreign exchange hedging with reference to the above principles, so as to ensure the effectiveness of foreign exchange hedging.
Article 8 the company must set up a foreign exchange hedging account in its own name and shall not use the account of others for foreign exchange hedging business.
Article 9 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 board of directors or the general meeting of shareholders, which shall not affect the normal operation of the company.
Chapter III approval authority
Article 10 the company’s foreign exchange hedging business can only be carried out after the relevant approval procedures are performed by the board of directors or the general meeting of shareholders. All foreign exchange hedging businesses must be strictly limited to the approved foreign exchange hedging plan, and shall not operate beyond the scope.
Article 11 the approval authority for the company to carry out foreign exchange hedging business is as follows:
1. If the company carries out foreign exchange hedging business for a single time or within 12 consecutive months, the cumulative amount reaches 10% of the company’s latest audited net assets, and the absolute value exceeds 10 million yuan, it must be approved by the board of directors. 2. If the accumulated amount of the company’s foreign exchange hedging business in a single or consecutive 12 months reaches or exceeds 50% of the company’s latest audited net assets, and the absolute value exceeds 50 million yuan, it shall be submitted to the general meeting of shareholders for approval after deliberation by the board of directors.
Chapter IV Business Management and internal operation process
Article 12 the board of directors of the company authorizes the general manager to be responsible for the specific operation and management of foreign exchange hedging business, including signing relevant agreements and documents.
Article 13 relevant responsible departments and persons of the company:
1. The finance department is the management department of foreign exchange hedging business, which is responsible for fund raising, daily management and other work;
2. As the handling department of foreign exchange hedging, the capital department is responsible for formulating the plan of foreign exchange hedging business, analyzing the exchange rate level, foreign exchange amount and delivery period of foreign exchange transactions to be carried out, and putting forward the framework scheme for carrying out or suspending foreign exchange hedging business on the basis of analysis and comparison, and submitting it for approval and practical operation;
3. Sales Department, procurement department and other relevant departments are the basic business cooperation departments of foreign exchange hedging business, which are responsible for providing the financial department with basic business information and transaction background information related to future foreign exchange receipt and payment;
4. The audit department is the supervision department of foreign exchange hedging business, which regularly reviews the approval, actual operation, fund use, income and accounting treatment of foreign exchange hedging business, and reports the review results to the audit committee of the board of directors;
5. The Secretary of the board of directors is responsible for reviewing the legality and compliance of the decision-making procedures of foreign exchange hedging business and making timely information disclosure in accordance with the relevant requirements of securities regulatory departments such as China Securities Regulatory Commission and Shenzhen Stock Exchange;
6. Independent directors, the board of supervisors and the recommendation institution (if any) have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
Article 14 the internal operation process of the company’s foreign exchange hedging business:
1. The Finance Department of the company is responsible for the daily management of foreign exchange hedging business, and provides the foreign currency currency, amount and other data of the object to be hedged to the capital department;
2. The capital Department of the company shall analyze and compare the future foreign exchange trends and put forward plans for developing or terminating foreign exchange hedging business;
3. The capital Department of the company shall select specific types of foreign exchange hedging business according to the final plan approved by the relevant procedures specified in the system;
4. The capital department shall submit relevant business applications to financial institutions; The financial institution shall determine the price of foreign exchange hedging business according to the application of the company, and both parties shall sign relevant agreements after confirmation;
5. According to the internal risk report and information disclosure requirements specified in the system, the capital department shall timely inform the Secretary of the board of directors of the relevant situation and provide the relevant materials to the Secretary of the board of directors for filing.
Chapter V information isolation measures
Article 15 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 situation, settlement situation, capital status and other information related to the company’s foreign exchange hedging business without permission.
Article 16 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 internal audit department of the company shall be responsible for supervision.
Chapter VI internal risk management
Article 17 when conducting foreign exchange hedging business, the company must strictly abide by national laws and regulations, pay full attention to the risk points of foreign exchange hedging business and formulate practical business plans; Carry out the revenue and expenditure of margin and clearing funds in strict accordance with the specified procedures; Establish position early warning report and trading stop loss mechanism to prevent untrue financial report information due to errors in capital revenue and expenditure accounting and hedging profit and loss calculation in the trading process; Prevent losses caused by major errors, fraud and fraud; Ensure the accurate, timely and orderly recording and transmission of transaction instructions.
Article 18 the company must carefully select cooperative financial institutions. During the operation of foreign exchange hedging business, the capital department shall timely settle with the financial institutions according to the foreign exchange amount, exchange rate and delivery period agreed in the foreign exchange hedging agreement signed with the financial institutions.
Article 19 when the exchange rate fluctuates violently, the capital department shall timely analyze and make countermeasures, and timely report the relevant information to the general manager of the company, who shall issue operation instructions after careful judgment. Report to the board of directors when necessary.
Article 20 when there are major abnormalities in the company’s foreign exchange hedging business and major risks may occur, the capital department shall timely submit analysis reports and solutions, and track the business progress at any time; The board of directors of the company shall immediately discuss the response measures, comprehensively use the response strategies of risk avoidance, risk reduction, risk sharing and risk tolerance, and put forward practical solutions to realize the effective control of risks. The audit department shall earnestly perform its supervision function and report any violation to the board of directors immediately.
After offsetting the changes in the fair value of the hedged foreign exchange with the changes in the fair value of the hedged foreign exchange, when the amount of loss reaches or exceeds 10% of the audited net profit attributable to the shareholders of the listed company in the latest year and the amount of loss reaches or exceeds RMB 10 million, the finance department shall immediately report to the general manager, the chairman of the board of directors, the head of the audit department and the board of directors of the company, and the company shall disclose the relevant information in a timely manner in accordance with relevant regulations.
Chapter VII information disclosure and archives management
Article 22 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 23 business files such as foreign exchange hedging business plans, transaction materials and delivery materials, as well as original files such as business transaction agreements and authorization documents, shall be kept by the finance department for at least ten years. Chapter VIII supplementary provisions
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If this system is inconsistent with the provisions of relevant laws, regulations and normative documents issued in the future, it shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents and revised in time. Article 25 this system shall come into force from the date of deliberation and adoption by the general meeting of shareholders.
