Sinomine Resource Group Co.Ltd(002738)
Measures for the administration of forward foreign exchange settlement and sales business
Chapter I General Provisions
Article 1 in order to further regulate the forward foreign exchange settlement and sales business of Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company”), prevent the exchange rate risk in international trade business, overseas investment and foreign currency credit business and strengthen the internal risk control of the company, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange The measures for the administration of information disclosure of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, are hereby formulated in combination with the specific actual situation of the company.
Article 2 the term “long-term foreign exchange settlement and sales business” as mentioned in these Measures refers to the foreign exchange settlement and sales business signed between the company and the bank and agreed to handle and determine the currency, amount, exchange rate and time limit in the future.
Article 3 these measures are applicable to the company and its holding subsidiaries (including wholly-owned subsidiaries, hereinafter referred to as “subsidiaries”), but without the consent of the company, its subsidiaries shall not carry out such business by themselves.
Article 4 the company shall comply with the provisions of relevant national laws, regulations and normative documents, as well as the relevant provisions of these measures when engaging in the business of long-term settlement and sales of foreign exchange.
Chapter II operation principles of forward foreign exchange settlement and sales business
Article 5 the company carries out forward foreign exchange locking for the purpose of controlling exchange rate risk exposure, and does not carry out forward foreign exchange settlement and sales business transactions solely for the purpose of arbitrage. All businesses must be based on normal production and operation needs, rely on specific business operations, and for the purpose of avoiding and preventing exchange rate risk. Speculation and arbitrage transactions are not allowed.
Article 6 the company is only allowed to conduct transactions with banks approved by the State Administration of foreign exchange and the people’s Bank of China and qualified for the operation of forward foreign exchange settlement and sales business, and shall not conduct transactions with other institutions or individuals other than the above-mentioned banks. The company’s forward foreign exchange settlement and sales business must be carried out in the name and account of the company, and other accounts shall not be used.
Article 7 the company’s forward foreign exchange settlement and sales business must be based on the company’s foreign currency collection forecast under export and foreign currency payment forecast under import, or the company’s foreign currency bank loan stock. The foreign currency amount of the forward foreign exchange settlement and sales business contract shall not exceed the foreign currency collection or foreign currency payment forecast. The delivery period of the forward foreign exchange settlement and sales business shall match the foreign currency collection time or foreign currency payment time predicted by the company, Or match the repayment period of the corresponding foreign currency bank loan.
Article 8 the company shall have its own funds matching the long-term foreign exchange settlement and sales business, shall not use the raised funds to directly or indirectly carry out the long-term foreign exchange settlement and sales business, and shall control the capital scale in strict accordance with the long-term foreign exchange settlement and sales business quota reviewed and approved, without affecting the normal operation of the company.
Chapter III approval authority of long-term foreign exchange settlement and sales business
Article 9 the company shall carry out the business of long-term settlement and sales of foreign exchange within the limit approved internally, and shall not operate beyond the limit. The financial management department of the company shall prepare the demand limit and feasibility analysis report of the long-term foreign exchange settlement and sales business according to the annual forecast every year, submit it to the board of directors for deliberation and timely fulfill the obligation of information disclosure, and the independent directors shall give special opinions. Within the approved annual transaction limit, the funds can be recycled and used on a rolling basis.
Article 10 the approval authority for the company to carry out long-term foreign exchange settlement and sales business is as follows:
(I) if the framework agreement or long-term foreign exchange settlement and sales business behavior signed by the company within 12 consecutive months involves a single or cumulative contract amount accounting for 10% – 50% (excluding this amount) 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 of the company before implementation and fulfill the obligation of information disclosure in time.
(II) if the framework agreement or long-term foreign exchange settlement and sales business signed by the company within 12 consecutive months involves a single or cumulative contract amount accounting for more than 50% of the company’s latest audited net assets (including this amount) and the absolute amount exceeds RMB 50 million, it can be implemented only after it is deliberated and approved by the board of directors and the general meeting of shareholders of the company.
(III) if the framework agreement or long-term foreign exchange settlement and sales business signed by the company within 12 consecutive months involves a single or cumulative contract amount that does not belong to the above circumstances that need to be reviewed and approved by the board of directors and the general meeting of shareholders, it shall be approved by the management of the company.
Chapter IV Management and internal operation process of forward foreign exchange settlement and sales business
Article 11 the responsible department of the company’s forward foreign exchange settlement and sales business:
(I) financial management department: as the handling department of the company’s long-term foreign exchange settlement and sales business, it is responsible for the planning, prediction and judgment, fund raising, business operation, accounting treatment and daily contact of the long-term foreign exchange settlement and sales business.
(II) audit and supervision department: responsible for reviewing and supervising the actual operation of forward foreign exchange settlement business, including fund use, profit and loss, accounting, method implementation, etc.
(III) securities affairs department: be responsible for reporting the forward foreign exchange settlement and sales business to the board of directors and the general meeting of shareholders for approval, and fulfill the obligation of information disclosure in accordance with the regulations.
(IV) legal risk control department: responsible for reviewing the framework agreements or transaction contracts signed by the company related to the forward foreign exchange settlement and sales business.
Article 12 the internal operation process of the company’s forward foreign exchange settlement and sales business:
(I) based on the research and judgment on the change trend of exchange rate, combined with the forecast results of foreign exchange receipt and payment, the financial management department shall formulate the company’s long-term foreign exchange settlement and sales business plan on the principle of conservatism, according to the change trend of domestic foreign exchange market and the specific quotation information of each bank, and implement it after being approved by the company’s management, the board of directors and the general meeting of shareholders according to the approval authority specified in the articles of association and these measures.
(II) the financial management department shall submit the application for forward foreign exchange settlement and sales business to the bank according to the approved transaction scheme. The bank shall determine the forward foreign exchange settlement and sales price according to the application of the company, and after confirmation with the company, both parties shall sign relevant contracts. (III) after receiving the confirmation of forward foreign exchange settlement and sales transaction from the bank, the financial management department of the company shall check whether it is consistent with the original application transaction scheme. If it is consistent, it can continue to operate. In case of any abnormality, the cause shall be found out in time and reported to the management of the company in time. If any of the above-mentioned abnormalities occurs in a subsidiary, it shall be reported to the company.
(IV) the financial management department shall register the forward foreign exchange settlement and sales business account on a monthly basis, register each foreign exchange transaction, check the transaction records, timely track the change status of the transaction, properly arrange the delivery funds, strictly control and eliminate the risk of delivery default.
(V) the financial management department shall regularly check the actual operation, capital use and profit and loss of the forward foreign exchange settlement and sales business, and report the profit and loss of the forward foreign exchange settlement and sales business of the previous month to the management of the company within 10 days after the end of each month.
(VI) the audit and supervision department of the company shall review the actual operation, fund use and profit and loss of the long-term foreign exchange settlement and sales business quarterly or irregularly, and report the review to the chairman.
Article 13 the hedging tools allowed for the company’s forward foreign exchange settlement and sales business include: ordinary forward, interval forward and stamped forward. If other trading methods are used, they shall be approved by the board of directors.
Chapter V information isolation measures
Article 14 all personnel involved in the company’s long-term foreign exchange settlement and sales business shall abide by the company’s confidentiality measures and shall not disclose the company’s long-term foreign exchange settlement and sales business plan, transaction situation, settlement situation, capital status and other information related to the company’s long-term foreign exchange settlement and sales business without permission.
Article 15 the forward trading and settlement business of the Shenzhen Stock Exchange shall be carried out in accordance with the relevant provisions of the China Securities Exchange.
Chapter VI internal risk reporting methods and risk handling procedures
Article 16 during the operation of forward foreign exchange settlement and sales business, the financial management department shall timely settle with the bank according to the foreign exchange amount, exchange rate and delivery period agreed in the forward foreign exchange settlement and sales business contract signed with the bank.
Article 17 when the company’s long-term foreign exchange settlement and sales business has major risks or may have major risks, and the amount of loss or potential loss of long-term foreign exchange settlement and sales business reaches or exceeds 10% (including 10%) of the company’s audited net profit in the latest fiscal year, the financial management department shall immediately submit analysis reports and solutions to the company’s financial person in charge and report to the company’s management, and the company shall timely disclose relevant information in accordance with relevant regulations.
Article 18 the company shall establish a foreign exchange risk measurement system:
(I) capital risk: calculate the amount of margin occupied, floating profit and loss, the actual amount of foreign exchange in the account and the company’s reserves for possible repayment of foreign exchange.
(II) exchange rate change risk: calculate the profit and loss risk after the exchange rate change according to the company’s long-term foreign exchange settlement and sales plan, including the total annual hedging amount, current hedging position, cumulative / current hedging profit and loss and other relevant data. Chapter VII information disclosure and archives management
Article 19 the company shall disclose the specific conditions of forward foreign exchange settlement and sale business transactions in accordance with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and these measures.
Article 20 the financial management department shall be responsible for the custody of the original archives such as the transaction agreement and authorization documents of the long-term foreign exchange settlement and sales business, and the custody period shall be implemented in accordance with the company’s archives management measures.
Chapter VIII supplementary provisions
Article 21 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association. If these measures are inconsistent with the provisions of relevant laws, regulations and normative documents issued in the future, they shall be implemented in accordance with the provisions of relevant laws, regulations and normative documents, and shall be revised by the board of directors in time.
Article 22 the power of interpretation of these measures belongs to the board of directors of the company.
Article 23 these Measures shall come into force from the date of deliberation and adoption by the board of directors of the company, and the same shall apply when revising.
Sinomine Resource Group Co.Ltd(002738) may, 2002
