[Temporary Announcement] Hujiang Materials: Foreign Exchange Hedging Business Management System
Securities code: 920204 Securities abbreviation: Hujiang Materials Announcement number: 2026-049
Foreign exchange hedging business management system of Nanjing Hujiang Composite Materials Co., Ltd.
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system has been reviewed and approved at the sixth meeting of the company’s fourth board of directors on August 25, 2026, and does not need to be submitted to the shareholders’ meeting for review
2. List the main contents of the system in chapters:
Nanjing Hujiang Composite Materials Co., Ltd.
Foreign exchange hedging business management system
Chapter 1 General Provisions
Article 1 In order to standardize the transaction management behavior of the foreign exchange hedging business of Nanjing Hujiang Composite Materials Co., Ltd. (hereinafter referred to as the "Company"), strengthen the management of the foreign exchange hedging business, prevent and control the risk of exchange rate and interest rate fluctuations, and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the "Company Law of the People's Republic of China" This system is formulated based on the relevant laws, regulations, normative documents such as the Securities Law of the People's Republic of China, the Stock Listing Rules of the Beijing Stock Exchange, and the Articles of Association of Nanjing Hujiang Composite Materials Co., Ltd. (hereinafter referred to as the "Articles of Association"), based on the actual situation of the company.
Article 2 The term “foreign exchange hedging business” as mentioned in this system refers to the foreign exchange derivatives transactions and related business conducted by the company and its subsidiaries included in the company’s consolidated scope (hereinafter referred to as “subsidiaries”) at banks and other financial institutions with relevant business qualifications for the purpose of meeting the needs of normal production and operation and for the purpose of avoiding and preventing exchange rate or interest rate risks, including but not limited to forward foreign exchange settlement and sales, foreign exchange swaps, foreign exchange options, currency swaps, interest rate swaps, interest rate swaps and combinations of the above products.
Article 3 This system applies to the foreign exchange hedging business carried out by the company and its subsidiaries. Without the company completing the approval procedures in accordance with this system, the subsidiary shall not carry out foreign exchange hedging business on its own. The quotas for foreign exchange hedging business carried out by the company and its subsidiaries are calculated together.
Chapter 2 Operating Principles
Article 4 A company shall conduct foreign exchange hedging business in accordance with the principles of legality, prudence, safety and effectiveness, and shall not conduct transactions for the purpose of speculation or arbitrage. The company shall reasonably arrange the transaction scale, transaction period and transaction types based on actual operating needs, risk tolerance and authorized quota, and shall not affect the company's normal production and operation.
Article 5 When a company conducts foreign exchange hedging business, it 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 or relevant financial regulatory authorities and are qualified to operate foreign exchange hedging business. It is not allowed to conduct transactions with other organizations or individuals other than the aforementioned financial institutions.
Article 6 A company shall establish a foreign exchange hedging business account in its own name and shall not use other people’s accounts or personal accounts to conduct foreign exchange hedging business; it shall not use raised funds to directly or indirectly conduct foreign exchange hedging business.
Chapter 3 Approval Authority
Article 7 When a company conducts foreign exchange hedging business, it shall prepare a feasibility analysis report in accordance with relevant regulations and submit it to the board of directors for review.
Article 8 If a company's foreign exchange hedging business 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 line of the financial institution expected to be occupied, the margin reserved for emergency measures, etc.) accounts for more than 50% of the company's latest audited net profit, and the absolute amount exceeds RMB 7.5 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) Other circumstances that should be submitted to the shareholders' meeting for review according to laws, regulations, normative documents, business rules of the Beijing Stock Exchange or the Articles of Association.
Article 9 If it is difficult to perform the review procedures and disclosure obligations for each foreign exchange hedging transaction due to reasons such as transaction frequency and timeliness requirements, the company may make reasonable estimates of the scope, amount, and term of the foreign exchange hedging business in the next 12 months and perform the review procedures. In principle, the usage period of the relevant quota shall not exceed 12 months, and the amount at any point in time during the period (including the relevant amount of re-trading of the aforementioned transaction proceeds) shall not exceed the reviewed quota. If the duration of a single transaction exceeds the validity period of the resolution, the validity period will be automatically extended until the transaction is terminated.
Chapter 4 Business Management and Internal Operation Process
Article 10 The company’s board of directors and shareholders’ meeting are the decision-making bodies for the company’s foreign exchange hedging business and are responsible for approving the transaction limits for foreign exchange hedging business in accordance with their authority. The chairman or his authorized personnel are responsible for the daily operation and management of foreign exchange hedging business within the quota and period approved by the board of directors, and may authorize relevant departments of the company to handle specific matters and sign relevant agreements and documents.
Article 11 Relevant departments and responsibilities of the company’s foreign exchange hedging business:
(1) The company's finance department is the department that handles the foreign exchange hedging business and is responsible for the planning, fund arrangements, business operations, financial processing, daily contact and management of the foreign exchange hedging business;
(2) The Company’s Audit and Supervision Department is responsible for supervising and inspecting the compliance of foreign exchange hedging decision-making, management, implementation and other work, and has the right to review relevant agreements signed for foreign exchange hedging, and provide review opinions on the necessity of foreign exchange hedging based on this;
(3) The company’s securities department shall assist the board of directors and shareholders’ meeting in performing the approval procedures for foreign exchange hedging business and implement necessary information disclosure in accordance with the relevant requirements of the China Securities Regulatory Commission, Beijing Stock Exchange and other securities regulatory authorities;
(4) The company’s independent directors and audit committee have the right to supervise and inspect the use of funds and operational compliance of the foreign exchange hedging business, and can hire professional institutions to conduct audits when necessary.
Article 12 The internal operating procedures of the company’s foreign exchange hedging business:
(1) The company's financial department may put forward suggestions or plans for developing or adjusting foreign exchange hedging business based on the company's foreign currency receipts and payments, foreign currency assets and liabilities, investment and financing arrangements, and exchange rate and interest rate market conditions.
(2) Based on the principle of stability and the purpose of preventing the risk of exchange rate or interest rate fluctuations, the company's financial department shall formulate a foreign exchange hedging transaction plan or specific transaction plan based on the basic business information provided by the business department, the company's foreign exchange risk exposure, funding arrangements, and quotations from financial institutions, and submit it for approval in accordance with the company's internal approval procedures.
(3) The company's financial department selects appropriate foreign exchange hedging business types based on the approved trading plan or transaction plan. After the company confirms the transaction price, term, amount and other transaction elements, it submits business applications or other relevant materials to banks and other financial institutions with corresponding business qualifications. The two parties sign relevant agreements or documents in accordance with the company's internal systems such as authorization management and contract management.
(4) The company's financial department should make necessary registrations for the foreign exchange hedging business that has been carried out, pay attention to transaction execution, contract status, delivery arrangements, fund receipts and payments, changes in profits and losses, changes in risk exposure, and implementation of stop-loss regulations, and report necessary information to relevant personnel in accordance with the company's internal management and information disclosure requirements.
(5) The company's relevant business departments should provide the financial department with basic business information related to the foreign exchange hedging business based on actual business needs; the audit and supervision department can review the actual operation, fund usage, profits and losses, and system implementation of the foreign exchange hedging business based on the company's internal audit arrangements.
Chapter 5 Information Confidentiality and Isolation Measures
Article 13 Relevant personnel and cooperative financial institutions participating in the company's foreign exchange hedging business shall abide by the company's confidentiality requirements and shall not disclose the company's foreign exchange hedging business plan, transaction status, settlement status, capital status and other undisclosed information without authorization.
Article 14 The approval, execution, review, supervision and other links of the company's foreign exchange hedging business should be appropriately separated. Relevant personnel should perform their duties within the scope of authorization. In principle, a single person should not complete the entire business operation process independently.
Chapter 6 Internal Risk Management
Article 15 Companies should combine the characteristics of foreign exchange hedging business and use risk control measures before, during and after the event to prevent, discover and resolve risks.
Article 16 The company should take the following risk assessment and prevention measures:
(1) Prevent capital risks and make good working capital arrangements: ensure that the funds expected to be occupied by the foreign exchange hedging business are recycled within the company's annual total credit limit, and predict the amount of occupied margin, floating profit and loss, the amount during the payment period, and the amount of foreign exchange reserves that may be repaid.
(2) Forecast the risk of exchange rate changes: Based on the company's foreign exchange hedging transaction plan and with reference to professional advice from cooperative financial institutions, predict the profit and loss risks after exchange rate changes, and report any abnormal situations to the management in a timely manner.
(3) Predict and implement foreign currency payments and repayments to prevent delayed delivery of foreign exchange hedging.
Article 17 During the operation of foreign exchange hedging business, the financial department shall carry out relevant fund collection, delivery and settlement work according to the foreign exchange amount, exchange rate, term and delivery arrangements stipulated in the foreign exchange hedging transaction agreement signed by the company and the cooperative financial institution. When there are major fluctuations in exchange rates, interest rates or related market environments, the financial department should conduct analysis based on the actual business situation, and report the relevant situation to the financial director, general manager, chairman or their authorized personnel in a timely manner, and the relevant personnel will make judgments and handle according to authorization and the company's internal management requirements.
Article 18 When there are major abnormalities in the company's foreign exchange hedging business and major risks may arise, the financial department shall submit analysis reports or solution suggestions based on the actual situation, and keep an eye on the progress of the relevant business; if the relevant matters meet the information disclosure standards stipulated by the China Securities Regulatory Commission and the Beijing Stock Exchange, the company shall promptly perform its information disclosure obligations in accordance with relevant regulations.
Chapter 7 Information Disclosure and File Management
Article 19 When a company conducts foreign exchange hedging business, it shall fulfill its information disclosure obligations in accordance with the relevant provisions of the China Securities Regulatory Commission, the Beijing Stock Exchange and the company's information disclosure system.
Article 20 If the amount of confirmed profits, losses and floating losses from the company's foreign exchange hedging business reaches 10% of the company's audited net profit attributable to shareholders of listed companies in the most recent year and the absolute amount exceeds RMB 10 million, it shall be disclosed in a timely manner.
Article 21 When a company conducts foreign exchange hedging business for the purpose of hedging, when disclosing its annual report, it shall disclose the hedging effect in conjunction with the situation of the hedged project. If the hedging business does not meet the applicable conditions for hedge accounting stipulated in accounting standards or does not apply to hedging accounting, but can achieve risk management objectives through futures and derivatives transactions, it can be combined with the relationship between the hedging instrument and the hedged item to explain whether the expected risk management objectives have been effectively achieved.
Article 22: Foreign exchange hedging business-related plans, approval documents, transaction agreements, delivery materials, authorization documents, business ledgers and other files should be properly preserved for a period of not less than 10 years.
Chapter 8 Supplementary Provisions
Article 23 The term "above" in this system includes the original number, and the term "more than" does not include the original number.
Article 24 Matters not covered by this system shall be governed by the relevant national laws, regulations, normative documents and the "Articles of Association"; when this system conflicts with relevant laws, regulations, normative documents or the "Articles of Association", the provisions of the relevant national laws, regulations, normative documents and the "Articles of Association" shall be implemented, and this system shall be revised in a timely manner.
Article 25 This system will take effect and be formally implemented from the date of review and approval by the board of directors. Modifications to this system must also be reviewed and approved by the company's board of directors before they become effective.
Article 26 The board of directors of the company is responsible for revising and interpreting this system.
Board of Directors of Nanjing Hujiang Composite Materials Co., Ltd.
August 26, 2026