上纬新材: 上纬新材证券投资与金融衍生品交易管理制度

Core Viewpoint - The document outlines the management system for securities investment and financial derivatives trading of the company, emphasizing risk control, compliance with laws, and protection of investor rights [1][2]. Group 1: General Principles - The system aims to regulate the company's securities investment and financial derivatives trading, ensuring risk control and compliance with relevant laws and regulations [1]. - Securities investment includes various activities such as new stock subscriptions, stock repurchases, and bond investments [1]. - Financial derivatives trading encompasses products like forwards, futures, swaps, and options, with underlying assets that can include securities, indices, interest rates, and commodities [1][2]. Group 2: Scope and Applicability - The system applies to the company and its consolidated subsidiaries, requiring subsidiaries to obtain company approval before engaging in securities investment and derivatives trading [2][3]. - Certain investment behaviors, such as fixed-income investments or acquiring over 10% of another company's shares for more than three years, are excluded from this system [2]. Group 3: Approval Authority - The board of directors must review investment risks and control measures for securities investments exceeding 1% of the company's latest audited net assets or 10 million RMB [3]. - Investments exceeding 5% of net assets or 50 million RMB require both board and shareholder meeting approvals [3]. Group 4: Risk Control Measures - The company must use its own funds for securities investment and derivatives trading, avoiding the use of raised funds or non-compliant sources [3][10]. - A risk emergency response mechanism must be activated in case of significant market changes or operational violations [10]. Group 5: Internal Management and Auditing - The board and shareholders are the main decision-making bodies for securities investment and derivatives trading, with the management executing operations within authorized limits [6]. - The audit department is responsible for supervising trading activities and must conduct audits at least biannually [7]. Group 6: Information Disclosure - The company must disclose its securities investment and derivatives trading activities according to the Shanghai Stock Exchange rules [13]. - Any significant risks or potential risks must be reported to the exchange and publicly announced when they meet disclosure standards [13]. Group 7: Legal Responsibilities - Violations of laws or internal regulations in trading activities will lead to serious consequences for responsible personnel, including legal accountability [15].