Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Forward Foreign Exchange Settlement and Sales Management System (Revised in October 2025)
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Forward foreign exchange settlement and sales management system
Zhejiang Jiuzhou Pharmaceutical Co., Ltd.
Forward foreign exchange settlement and sales management system
(Revised October 2025)
Chapter 1 General Provisions
Article 1 In order to regulate the forward foreign exchange settlement and sales business of Zhejiang Jiuzhou Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and ensure the controllability of exchange rate risks, this system is specially formulated in accordance with the "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 5 - Transactions and Related Transactions", "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations" and the "Articles of Association of Zhejiang Jiuzhou Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations, and in combination with the actual situation of the company.
Article 2 Forward foreign exchange settlement and sale refers to the forward foreign exchange settlement and sale contract signed between the company and the bank, which stipulates the foreign exchange currency, amount, exchange rate and time limit for future foreign exchange settlement or sales. When foreign exchange income or expenditure occurs on the maturity date, the foreign exchange settlement or foreign exchange business shall be handled in accordance with the currency, amount, and exchange rate agreed in the forward foreign exchange settlement or sale contract.
Article 3 This system applies to the forward foreign exchange settlement and sales business of the company and its subsidiaries. The forward foreign exchange settlement and sales business of the subsidiaries is deemed to be the company's forward foreign exchange settlement and sales business, and this system shall apply.
Article 4 In addition to complying with the provisions of relevant laws, regulations, and normative documents, the company's forward foreign exchange settlement and sales business activities must also comply with the relevant provisions of this system.
Chapter 2 Operating Principles of Forward Foreign Exchange Settlement and Sales Business
Article 5 The company’s foreign exchange transactions are based on normal production and operations, relying on specific business operations, using hedging as a means, and with the purpose of avoiding and preventing exchange rate risks.
Article 6 The company's forward foreign exchange settlement and sales business is only allowed to conduct transactions with financial institutions that have been approved by the State Administration of Foreign Exchange and the People's Bank of China and are qualified to operate forward foreign exchange settlement and sales business. It is not allowed to conduct transactions with other organizations or individuals other than the aforementioned financial institutions.
Article 7 A company's forward foreign exchange settlement and sales transactions must be based on the company's forecast of foreign currency receipts and import payments. The foreign currency amount of the forward foreign exchange settlement and sales contract shall not exceed the forecast amount of foreign currency receipts or import payments. The delivery period of the forward foreign exchange settlement and sales business must match the company's predicted time of foreign currency receipts or import payments.
Article 8 The company must establish a forward foreign exchange settlement and sales transaction account in its own name or in the name of a wholly-owned subsidiary. Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Forward Foreign Exchange Settlement and Sales Management System
account, and shall not use other people's accounts to conduct forward foreign exchange settlement and sales business.
Article 9 The company must have its own funds that match the margin for forward foreign exchange settlement and sales business, and shall not use raised funds to directly or indirectly conduct forward foreign exchange settlement and sales transactions, and shall strictly control the scale of funds in accordance with the approved forward foreign exchange settlement and sales quotas, and shall not affect the company's normal operations.
Chapter 3 Approval Authority for Forward Foreign Exchange Settlement and Sales Business
Article 10 If a company is unable to perform review procedures and disclosure obligations for each forward settlement and sale of foreign exchange due to reasons such as transaction frequency and timeliness requirements, it may reasonably estimate and review the scope, amount, and duration of futures and derivatives transactions in the next 12 months. The usage period of the relevant quota should not exceed 12 months, and the amount at any time during the period (including the relevant amount of transactions using the proceeds of the aforementioned transactions) should not exceed the reviewed quota.
Article 11 When a company engages in forward foreign exchange settlement and sales business, it shall prepare a feasibility analysis report and submit it to the board of directors for review. If it falls under any of the following circumstances, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:
(1) The upper limit of the transaction margin and royalties expected to be used (including the value of the collateral provided for the transaction, the credit limit of the financial institution expected to be occupied, the margin reserved for emergency measures, etc., the same below) accounts for more than 50% of the company's latest audited net profit, and the absolute amount exceeds RMB 5 million;
(2) The highest contract value held on any trading day is expected to account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds RMB 50 million;
(3) The company engages in futures and derivatives transactions not for the purpose of hedging.
Chapter 4 Management and Internal Operation Process of Forward Foreign Exchange Settlement and Sales Business
Article 12 The president of the company shall be responsible for the actual operation of the forward foreign exchange settlement and sales business within the scope of authorization.
Article 13 The internal operating procedures of the company’s forward foreign exchange settlement and sales business transactions:
(1) The Finance Department is responsible for the specific operations of forward foreign exchange settlement and sales business. The Finance Department should strengthen its research and judgment on the trend of foreign exchange exchange rate changes and put forward suggestions for carrying out forward foreign exchange settlement and sales business.
(2) The company's sales department should make forecasts of foreign currency receipts (payments) based on customer orders and order forecasts.
(3) Based on the principle of stability, the Finance Department, combined with the forecast results of the sales department, and based on the changing trends of foreign exchange rates and quotation information of various financial institutions, formulate the company's forward foreign exchange settlement and sales transaction plan that matches the actual business scale, and submit it to the president for review.
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Forward foreign exchange settlement and sales management system
(4) The president is responsible for reviewing the transaction plan submitted by the Finance Department, assessing risks, making approval within the scope of authorization, and reporting matters beyond the scope of authority to the board of directors or shareholders' meeting for approval.
(5) The Finance Department shall submit an application for forward foreign exchange settlement and sales to the financial institution based on the transaction plan approved by the relevant procedures.
(6) The financial institution determines the transaction price of the forward foreign exchange settlement and sales business based on the company's application and confirms it with the company.
(7) After receiving the forward foreign exchange settlement and sale business transaction notification from the financial institution, the Finance Department will check whether it is consistent with the original application. If there is an abnormality, the financial director, financial manager, and accounting personnel will jointly verify the reasons and report the relevant situation to the president in a timely manner.
(8) The Finance Department should register each forward foreign exchange settlement and sale transaction, check transaction records, track transaction changes in a timely manner, properly arrange delivery funds, and eliminate the risk of delivery default.
(9) The Finance Department shall report the profits and losses of forward foreign exchange settlement and sales business to the President every quarter.
(10) The Finance Department shall promptly inform the Secretary of the Board of Directors of relevant situations in accordance with internal risk reporting and information disclosure requirements.
Chapter 5 Information Isolation Measures
Article 14 All personnel involved in the company's forward foreign exchange settlement and sales business must abide by the company's confidentiality system and shall not disclose the company's forward foreign exchange settlement and sales plan, transaction status, settlement situation, capital status and other information related to the company's forward foreign exchange settlement and sales without permission.
Article 15 The transaction operation links of the forward foreign exchange settlement and sale business are independent of each other, and the relevant personnel are independent of each other. They must comply with the principle of separation of incompatible positions, and shall be supervised by the company's audit department.
Chapter 6 Internal Risk Reporting System and Risk Handling Procedures
Article 16 During the operation of forward foreign exchange settlement and sales business, the Finance Department shall promptly settle with financial institutions based on the foreign exchange amount, exchange rate and delivery period agreed in the forward foreign exchange settlement and sales contract signed with the financial institution.
Article 17 When the exchange rate fluctuates violently, the company's finance department shall conduct timely analysis and report relevant information to the president in a timely manner.
Article 18 When a company's forward foreign exchange settlement and sales business has major risks or is likely to have major risks, and the amount of confirmed profits and losses and floating losses from the forward foreign exchange settlement and sales business accounts for more than 10% of the company's audited net profit in the previous year, Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Forward Foreign Exchange Settlement and Sales Management System
If the amount of loss exceeds RMB 10 million, the finance department shall promptly submit an analysis report and solution to the president, and report to the secretary of the company's board of directors at the same time, and the company shall make a timely announcement.
Article 19 The company shall designate the audit committee of the board of directors to review the necessity, feasibility and risk control of forward foreign exchange settlement and sales business, and may hire a professional institution to issue a feasibility analysis report when necessary. The audit committee should strengthen the evaluation and supervision of risk control policies and procedures related to forward foreign exchange settlement and sales business, promptly identify relevant internal control deficiencies and take remedial measures.
Chapter 7 Information Disclosure and File Management
Article 20 When a company conducts forward foreign exchange settlement and sales business, it shall make disclosures in accordance with the "Measures for the Administration of Information Disclosure of Listed Companies", the "Stock Listing Rules of the Shanghai Stock Exchange" and other relevant regulatory rules.
Article 21 When a company's forward foreign exchange settlement and sales business has major risks or is likely to have major risks and reaches the disclosure standards stipulated by the China Securities Regulatory Authority, the company shall report and make an announcement to the exchange within 2 trading days.
Article 22 The company's finance department is responsible for keeping business files such as forward foreign exchange settlement and sales business plans, transaction data, and delivery data for a period of 10 years.
Article 23 The company's finance department is responsible for keeping the original files such as account opening documents, transaction agreements, authorization documents, etc. for forward foreign exchange settlement and sales business for a period of 10 years.
Chapter 8 Supplementary Provisions
Article 24 This system is subject to Chinese laws, regulations, normative documents published by the China Securities Regulatory Commission or its authorized agencies, relevant rules of the Shanghai Stock Exchange and the company's articles of association. Matters not covered in this system shall be implemented in accordance with the relevant provisions of relevant laws and regulations. If this system is inconsistent with the relevant provisions of relevant laws and regulations, the provisions of the relevant laws and regulations shall prevail.
Article 25 This system shall be reviewed, formulated and interpreted by the company's board of directors and shall take effect from the date of approval.