Tianfeng Securities Co.Ltd(601162)
About Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Verification opinions on carrying out foreign exchange derivatives trading business
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as " Tianfeng Securities Co.Ltd(601162) " and "recommendation institution") as a recommendation institution for continuous supervision of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as " Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) " or "company") issuing shares to specific objects, in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions have carefully examined the matters of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) carrying out foreign exchange derivatives trading business. The verification results are as follows:
1、 Reasons and purposes for carrying out foreign exchange derivatives trading business
In order to effectively avoid the risks in the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company's performance, improve the use efficiency of foreign exchange funds, and achieve the purpose of reasonably reducing financial expenses, increasing exchange gains and locking exchange costs.
2、 Types of foreign exchange derivatives trading business
The currency of the foreign exchange derivatives business carried out by the company and its holding subsidiaries is limited to the main settlement currency used by the company in its daily operation. The varieties of foreign exchange derivatives business carried out this time mainly include forward foreign exchange locking.
3、 The amount and duration, source of funds and authorization of foreign exchange derivatives trading business
The company and its holding subsidiaries carry out foreign exchange derivatives trading business with a total amount of no more than US $200 million, which is valid within 12 months after the deliberation and approval of the general meeting of shareholders, and can be recycled and used during the period.
The foreign exchange derivatives trading business of the company and its holding subsidiaries is limited to the settlement of foreign currencies used in the production and operation of the company, without speculative and arbitrage trading operations, and the source of funds is its own funds. There is no direct or indirect use of the raised funds to engage in the investment, and there is no related party transaction.
Foreign exchange derivatives products must be purchased in the name of the company or its holding subsidiary. The board of directors of the company authorizes the chairman of the company or his designated agent to exercise investment decision-making power and sign relevant documents within the above limit, and the finance department is responsible for the specific purchase.
4、 Risk analysis of foreign exchange derivatives trading business and risk control measures taken by the company
(I) risk analysis of foreign exchange derivatives trading business
Foreign exchange derivatives trading can reduce the impact of exchange rate fluctuations on the company in case of large exchange rate fluctuations, but there may also be some risks:
1. Market risk: due to large changes in the foreign exchange market, there may be market risk of loss caused by changes in the price of foreign exchange financial derivatives caused by market price fluctuations such as the underlying interest rate and exchange rate.
2. Internal control risk: foreign exchange derivatives trading is highly professional and belongs to the business with high internal control risk, which may cause risks due to imperfect internal control system.
3. Customer default risk: the customer's accounts receivable are overdue and the payment cannot be recovered within the predicted recovery period, which will cause delayed delivery and cause losses to the company.
4. Collection forecast risk: the business department forecasts the collection according to the customer's orders and expected orders. In the actual implementation process, the customer may adjust their own orders and forecasts, resulting in inaccurate collection forecast of the company, resulting in the risk of delayed delivery of foreign exchange derivatives.
(II) risk control measures taken by the company
1. The foreign exchange derivatives transactions carried out by the company are aimed at locking in costs, avoiding and preventing exchange rate and interest rate risks, and any risk speculation is prohibited.
2. The company has formulated a strict management system for foreign exchange derivatives trading business, which clearly stipulates the operation principles, approval authority, internal operation process, information isolation measures, internal risk control procedures and information disclosure of foreign exchange derivatives trading to control transaction risks.
3. The company will carefully review the contract terms signed with the bank and strictly implement the risk management system to prevent legal risks.
4. The financial department of the company will continue to track the changes in the open market price or fair value of foreign exchange derivatives, timely evaluate the changes in the risk exposure of foreign exchange derivatives transactions, regularly report to the management of the company, timely report any abnormalities, prompt risks and implement emergency measures.
5. The Audit Department of the company shall supervise and inspect the compliance of decision-making, management and execution of foreign exchange derivatives transactions.
5、 Accounting policies and accounting principles of foreign exchange derivatives trading business
In accordance with the relevant provisions and guidelines of accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 - hedging and accounting standards for Business Enterprises No. 37 - presentation of financial instruments, the company conducts corresponding accounting treatment for the proposed foreign exchange derivatives trading business, reflecting the relevant items of the balance sheet and income statement. 6、 Approval procedure
According to the relevant provisions of the articles of association and relevant laws and regulations and the amount of funds involved, this matter shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation after being reviewed and approved by the board of directors of the company.
7、 Opinions of the board of directors
The 21st Meeting of the 5th board of directors of the company deliberated and approved the proposal on carrying out foreign exchange derivatives trading business, and agreed that the company and its holding subsidiaries carry out foreign exchange derivatives trading business with a total amount of no more than US $200 million, which is valid within 12 months after the deliberation and approval of the general meeting of shareholders, and can be recycled and used during the period.
8、 Opinions of independent directors
After review, the independent directors believe that: the company and its holding subsidiaries carry out foreign exchange derivatives trading business, which is conducive to effectively avoiding the risks of the foreign exchange market, preventing the adverse impact of large exchange rate fluctuations on the company's performance, improving the use efficiency of foreign exchange funds, reasonably reducing financial expenses, increasing exchange gains and locking in exchange costs, The amount of funds planned to be used matches the export business scale of the company and its holding subsidiaries, and the corresponding monitoring mechanism has been established within the company, without damaging the interests of the company and all shareholders. We unanimously agree that the company will carry out foreign exchange derivatives trading business.
9、 Opinions of the board of supervisors
The board of supervisors believes that the company and its holding subsidiaries can effectively avoid the risks of the foreign exchange market, improve the efficiency of the use of foreign exchange funds, reasonably reduce financial expenses, increase exchange gains and lock in exchange costs. Carrying out foreign exchange derivatives trading business is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. The company is approved to carry out foreign exchange derivatives trading business.
10、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) and its holding subsidiaries can effectively avoid the risks of the foreign exchange market, improve the use efficiency of foreign exchange funds, reasonably reduce financial expenses, increase exchange gains and lock in exchange costs. Carrying out foreign exchange derivatives trading business is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. Therefore, it is agreed that Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) and its holding subsidiaries carry out foreign exchange derivatives trading business.
(there is no text on this page, which is the signature and seal page of Tianfeng Securities Co.Ltd(601162) verification opinions on Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) carrying out foreign exchange derivatives trading business)
Sponsor representative:
Dai Luofei, Xu Yuntao
Tianfeng Securities Co.Ltd(601162) February 7, 2022
