Wuxi Dk Electronic Materials Co.Ltd(300842)
Financial derivatives trading business management system
Chapter I General Provisions
Article 1 in order to standardize Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) and all wholly-owned subsidiaries and holding subsidiaries (hereinafter referred to as “subsidiaries”) financial derivatives trading business and relevant information disclosure, strengthen the management of financial derivatives trading business, prevent and control business risks, and improve and improve the management mechanism of financial derivatives trading business of the company, To protect the rights and interests of investors and the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations The system is hereby formulated based on the actual business conditions of the company in accordance with the relevant provisions of normative documents and the Wuxi Dk Electronic Materials Co.Ltd(300842) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “financial derivatives” as mentioned in this system refers to various businesses carried out with financial institutions with relevant business operation qualifications to avoid and prevent the risk of exchange rate and raw material price fluctuations, including but not limited to forward, futures, Futures (swaps), options and other products or financial instrument transactions with mixed characteristics of the above products, in order to meet the needs of normal operation and business. 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. Either physical delivery or cash price difference settlement can be adopted; Either margin or guarantee or mortgage can be used for leveraged transactions, or unsecured and unsecured credit transactions can be used.
Article 3 this system is applicable to all companies and holding subsidiaries, but subsidiaries shall not operate derivatives trading business without the consent of the company. Meanwhile, the company shall perform relevant decision-making procedures and information disclosure business in accordance with the relevant provisions of the system.
Chapter II Basic Management Principles
Article 4 in addition to the provisions of relevant national laws, regulations and normative documents, the company shall also comply with the relevant provisions of this system when engaging in financial derivatives transactions.
Article 5 in the process of financial derivatives transaction management, we should establish a serious awareness of “risk neutrality”, follow the principles of legality, prudence, safety and effectiveness, pay attention to scientific decision-making, control investment risks, pay attention to investment benefits, and prudently use financial derivatives to prevent temptation and misleading.
Article 6 the company shall not conduct financial derivatives transactions solely for the purpose of profit. All financial derivatives transactions are based on normal production and operation and rely on specific business operations. The company shall realize cost locking and risk avoidance for the purpose of hedging, avoiding and preventing exchange rate risk, interest rate risk and raw material price fluctuation risk.
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, and shall not participate in other futures businesses; In principle, the quantity of futures hedging conducted by the company shall not exceed the actual spot trading volume, and the futures position shall not exceed the expected spot trading volume within the corresponding period; The holding time of futures position shall match the pricing period required for spot hedging. In principle, the holding time of corresponding futures hedging position shall not exceed the time specified in the company’s spot contract or the actual execution time of the contract.
Article 7 the type, scale and direction of financial derivatives contracts shall match the business background and capital flow. In principle, the contract term shall not exceed the period specified in the business contract.
Article 8 when the company and its subsidiaries conduct financial derivatives trading business, they are only allowed to trade with financial institutions qualified for financial derivatives trading business, and shall not trade with other organizations or individuals other than the above-mentioned financial institutions.
If the company and its subsidiaries and its related parties meet the conditions mentioned in the preceding paragraph, they shall not only abide by the provisions of this system, but also abide by the Wuxi Dk Electronic Materials Co.Ltd(300842) related party transaction decision-making system and the relevant service agreements signed by the company and its related parties.
Article 9 the company must establish a financial derivatives trading account in its own name or in the name of its subsidiaries, and shall not use the account of others for financial derivatives trading business.
Article 10 the company shall have its own funds matching with financial derivatives transactions, shall not use the raised funds to conduct derivatives transactions directly or indirectly, and shall control the capital scale in strict accordance with the transaction limit 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 11 the general meeting of shareholders and the board of directors of the company are the decision-making bodies of financial derivatives trading business. The overall amount of financial derivatives trading business carried out by the company and its subsidiaries must be implemented within the amount approved by the general meeting of shareholders or the board of directors of the company. Without the approval of the general meeting of shareholders or the board of directors, the company shall not carry out additional derivatives trading business.
Article 12 the approval authority for the company to carry out financial derivatives trading business is as follows:
(I) the company shall provide a feasibility analysis report for the financial derivatives trading business with a single transaction or a cumulative total of 12 consecutive months not exceeding 50% of the company’s audited net assets in the latest year, submit it to the board of directors for deliberation, and the independent directors shall give special opinions;
(II) the company’s financial derivatives trading business with a single transaction or a cumulative total of 12 consecutive months reaching or exceeding 50% of the company’s audited net assets in the latest year shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders of the company for review after the independent directors express special opinions. If the relevant approval procedures have been performed and disclosed in accordance with the above provisions, it will not be included in the cumulative calculation scope.
(III) 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 13 the general managers or management of subsidiaries at all levels of the company do not have the final approval power of financial derivatives trading business, and all financial derivatives trading business must be reported to the company for unified approval.
Article 14 If it is difficult for the company to perform the review procedures and disclosure obligations for each derivative transaction due to transaction frequency and timeliness requirements, the board of directors may make a reasonable prediction based on the derivative transaction business in the previous year and the business to be carried out in the next year, and apply the corresponding review procedures based on the amount of quota. The service life of relevant limits shall not exceed 12 months. After authorization, the limits of derivatives transactions carried out by the company can be recycled and used within the scope of authorization. If the amount exceeds the authority of the board of directors, it shall also be submitted to the general meeting of shareholders for deliberation. The amount of derivatives transactions at any time point during the term (including the relevant amount of reinvestment of the proceeds of the above investment) shall not exceed the amount of the quota.
Chapter IV Business Management and operation process
Article 15 the board of directors authorizes the chairman of the company to conduct individual approval within the scope and amount authorized by the board of directors or the general meeting of shareholders, and sign agreements and contracts related to the transaction. The chairman of the board of directors shall designate relevant departments to investigate, negotiate and evaluate the transactions of financial derivatives according to the transaction types of relevant financial derivatives, and implement specific operation matters.
Relevant responsible departments and persons:
(I) finance department: it is the handling department of the company’s financial derivatives trading business, which is responsible for the feasibility and necessity analysis of financial derivatives trading business; Monitor the price fluctuation and market situation of financial derivatives, identify and evaluate market risks; Formulate trading strategy and specific execution plan, and prepare trading scheme; Implement specific trading plan and daily contact and management, and report the trading situation to the chairman in time.
The financial director is the responsible person.
(II) business department: it is the basic business cooperation department of financial derivatives trading business, which is responsible for providing basic business information and materials related to financial derivatives business. The person in charge of each business department is the person in charge.
(III) audit department: the audit and supervision department of financial derivatives trading business, which regularly supervises and inspects the compliance of work related to financial derivatives trading. The person in charge of the audit department is the person in charge.
(IV) securities office: in accordance with the relevant provisions of the securities regulatory department, it is responsible for reviewing the legality and compliance of the decision-making procedures for financial derivatives trading business and disclosing information in a timely manner. The Secretary of the board of directors is the responsible person.
(V) 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 16 the internal operation process of the company’s financial derivatives trading business:
(I) based on the principle of prudence and for the purpose of preventing price fluctuation risk, the Finance Department of the company comprehensively balances the hedging needs of the company, timely evaluates the changes of risk exposure of the proposed financial derivatives trading business and the quotation information of various financial institutions according to the actual business needs, relevant interest rates, exchange rates, commodity and other price change trends, and formulates the trading scheme.
(II) the chairman shall review the financial derivatives trading plan, assess the risk, and decide whether to report to the board of directors according to the situation.
(III) the finance department shall select the financial institution for the transaction and formulate the transaction arrangement (including transaction amount, transaction price, delivery period, etc.) after strict inquiry and price comparison with each financial institution according to the transaction scheme approved by the relevant procedures specified in the system. After being approved in accordance with the approval authority of the system, After confirming the transaction with the selected financial institution, it shall be implemented with relevant business departments.
(IV) the finance department shall register the business situation, check the transaction records, timely track the changes in the open market price or fair value of financial derivatives, properly arrange the delivery funds, ensure the delivery on schedule, and strictly control the risk of default.
(V) the finance department shall, together with relevant financial institutions, evaluate the changes in the risk exposure of invested financial derivatives, and regularly submit an analysis report to the chairman, including the implementation of financial derivatives trading authorization, financial derivatives trading position, risk assessment results, current trading profit and loss, stop loss limit implementation, etc.
(VI) the finance department shall timely report the approval and implementation of financial derivatives transactions to the Secretary of the board of directors. The Secretary of the board of directors is responsible for reviewing the legality and compliance of the decision-making procedures of financial derivatives transactions and implementing necessary information disclosure in accordance with the relevant requirements of securities regulatory departments such as CSRC and Shenzhen Stock Exchange.
(VII) the Audit Department of the company shall check the actual operation, capital use and profit and loss of financial derivatives transactions quarterly or irregularly, check whether the transactions are implemented in accordance with relevant internal control systems, and report the verification results to the chairman of the company.
Chapter V information isolation measures
Article 17 all personnel involved in the company’s financial derivatives trading business shall abide by the company’s confidentiality system and shall not disclose the company’s derivatives trading scheme, trading situation, settlement situation, capital status and other information related to the company’s derivatives trading without permission.
Article 18 the trading operation links of the company’s derivative trading 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.
Chapter VI internal risk reporting system and risk handling procedures
Article 19 before carrying out financial derivatives trading, the company shall carefully select professional financial institutions for cooperation, and reasonably set up management institutions and corresponding personnel in accordance with the provisions of this system.
Hedging business personnel shall have basic economic knowledge and management experience, good professional ethics, good business skills, and be familiar with laws, regulations and risk control requirements related to futures trading.
Article 20 the company shall set appropriate stop loss limits for various derivatives or different counterparties, clarify the business process of stop loss treatment, and strictly implement the stop loss provisions.
Article 21 during the operation of financial derivatives trading business, the Finance Department of the company shall timely settle with the financial institution according to the asset amount, price and delivery period agreed in the financial derivatives trading contract signed with the financial institution within the scope authorized by the board of directors or the general meeting of shareholders of the company. When the exchange rate or the price of the underlying asset fluctuates violently, the finance department shall analyze it in time and report the relevant information to the chairman in time. After careful judgment, the chairman shall issue operation instructions to prevent further expansion of the risk.
Article 22 when there are major abnormalities in the company’s financial derivatives trading business and major risks may occur, the finance department shall timely submit analysis reports and solutions to the chairman, track the business progress at any time, and report to the Secretary of the board of directors of the company at the same time; The Secretary of the board of directors shall report to the board of directors according to relevant regulations. The board of directors of the company shall immediately discuss countermeasures, comprehensively use coping strategies such as risk avoidance, risk reduction, risk sharing and risk tolerance, and put forward practical solutions to achieve effective risk control. The audit department shall earnestly perform its supervision function and report any violation to the board of directors and the board of supervisors immediately.
Chapter VII information disclosure and archives management
Article 23 the company shall timely disclose the financial derivatives transactions examined and approved by the board of directors or the general meeting of shareholders in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 24 in addition to the circumstances specified in Article 13 of the system, when the company and its subsidiaries carry out financial derivatives transactions, the plan shall be submitted to the board of directors of the company for deliberation and approval before the board of directors of the subsidiary can make a decision and implement it. When the board of directors of a subsidiary decides to carry out derivatives trading business, it shall timely notify the Secretary of the board of directors of the company to perform relevant information disclosure obligations.
Article 25 when the company’s financial derivatives trading business has major risks and may or has suffered major losses, the company shall make a timely announcement in accordance with relevant regulations.
If the fair value impairment of the company’s traded derivatives and the changes 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 it in time whenever the amount reaches 10% of the company’s audited net profit attributable to shareholders of the listed company in the latest year and the absolute amount exceeds RMB 10 million. Article 26 the original data, transaction data, various internal authorization documents and other files of financial derivatives trading business shall be filed and kept by the finance department for a period of not less than 10 years.
Article 27 the accounting policies of the company’s financial derivatives shall be implemented in accordance with the current accounting policies of the state.
Chapter VIII description
Article 28 matters not covered in this system shall be implemented in accordance with national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any inconsistency between this system and the relevant provisions of national laws, regulations, other normative documents and the articles of association, the provisions of relevant national laws, regulations, other normative documents and the articles of association shall prevail.
Article 29 Where the company suffers losses due to violation of relevant laws and regulations, this system and other provisions of the company, the relevant responsible person shall be punished according to the specific circumstances, and the relevant responsible person shall act in accordance with the relevant provisions
