Xinda Securities Co., Ltd
About Sanyou Corporation Limited(300932)
Verification opinions on carrying out commodity futures hedging business in 2022
Cinda Securities Co., Ltd. (hereinafter referred to as “Cinda securities” or “sponsor”) is a sponsor of Sanyou Corporation Limited(300932) (hereinafter referred to as ” Sanyou Corporation Limited(300932) ” or “company”) for initial public offering and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the company has conducted prudent verification on the company’s commodity futures hedging business. The specific verification conditions and verification opinions are as follows:
1、 Purpose and necessity of carrying out commodity futures hedging business
The company’s commodity futures hedging business is mainly to make full use of the hedging function of the futures market, effectively control market risks, reduce the impact of market price fluctuations of raw materials on the company’s production and operation costs and the price of main products, improve the company’s overall ability to resist risks and enhance financial stability.
2、 Basic information of commodity futures hedging business
1. Futures hedging transaction varieties
The hedging futures of the company are limited to the raw materials directly related to the production and operation of the company traded in the on-site market, and are limited to electrolytic copper and silver.
2. Business period: March 4, 2022 to March 3, 2023.
3. Business scale and source of investment
The company uses its own funds to carry out commodity futures hedging business with a maximum margin balance of no more than 20 million yuan. Within the above scope, the funds can be recycled. The source of funds is self owned funds and does not involve raised funds. If the duration of a single transaction exceeds the validity of the resolution, the validity of the resolution shall be automatically extended until the termination of the single transaction.
3、 Risk analysis of commodity futures hedging business
The company does not carry out futures hedging business for the purpose of speculation and arbitrage. The main purpose is to effectively avoid the impact of raw material price fluctuation on the company, but there will be certain risks at the same time. The details are as follows: 1. Price fluctuation risk: when the futures market fluctuates sharply, The company may not be able to buy the hedging at the price required to be locked or close the position at the predetermined price, resulting in losses.
2. Capital risk: the hedging transaction issues operation instructions according to the authority specified in the company’s futures hedging business management system (Revised Version). If the investment amount is too large, it may cause capital liquidity risk. In addition, when the futures price fluctuates greatly, there may even be the risk of forced closing positions without timely replenishment of margin, resulting in actual losses.
3. Internal control risk: hedging transactions are highly professional and complex, which may lead to risks caused by imperfect internal control system.
4. Counterparty default risk: when the futures price fluctuates unfavourably, the client’s counterparty may violate the relevant provisions of the contract and cause losses.
5. Technical risk: due to uncontrollable or unpredictable system, network and communication failures, the trading system operates abnormally, resulting in problems such as delay, interruption or data error of trading instructions, resulting in corresponding risks.
6. Policy risk: if there is a significant change in the laws, regulations and policies of the country or region where the derivatives market and the hedging transaction business entity are located, it may cause the risk of market fluctuation or inability to trade.
4、 Risk control measures taken by the company
In order to cope with the above risks brought by commodity futures hedging business, the company takes the following risk control measures: 1. Match commodity futures hedging business with the company’s production and operation, strictly control the futures position, continue to optimize the scale and duration of hedging, and hedge the risk of price fluctuation to the greatest extent.
2. Strictly control the capital scale of commodity futures hedging, reasonably plan and use futures margin, issue operation instructions in strict accordance with the provisions of the company’s futures hedging business management system (Revised Draft), and conduct corresponding operations according to the approval authority. At the same time, strengthen the internal control of fund management and shall not exceed the margin approved by the board of directors of the company.
3. The company has formulated the futures hedging business management system (Revised Version) as the hedging internal control management system, guided the specific business operation in combination with the actual situation of the company, strengthened the professional knowledge training of relevant personnel and improved the professional quality of hedging practitioners. At the same time, establish a timely reporting system for abnormal conditions and form an efficient risk handling procedure.
4. In the process of business operation, strictly abide by the provisions of relevant laws and regulations, prevent legal risks, and regularly supervise and inspect the standardization of hedging business and the effectiveness of internal control mechanism.
5. The supply chain management department and the Finance Department of the company are responsible for reviewing the actual operation, capital use and profit and loss of commodity futures hedging business, and conducting business operations in strict accordance with the provisions of the futures hedging business management system (Revised Draft), so as to effectively ensure the implementation of the system.
5、 Accounting policies and accounting principles
The relevant accounting policies and accounting principles for the company’s futures hedging business will be implemented in strict accordance with the relevant provisions of the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments and the accounting standards for Business Enterprises No. 24 – hedging issued by the Ministry of finance of the people’s Republic of China.
6、 Feasibility analysis
1. The futures management team of the company, which is authorized by the board of directors of the company to organize and establish, as the management department engaged in the futures hedging business of the company, operates in accordance with the relevant provisions and processes of the management system for futures hedging business (Revised Version) of the company.
2. The company’s current self owned capital scale can support the total margin of futures hedging business this year. 3. The company has formulated the management system of futures hedging business (Revised Version) as the internal control and risk management system for futures hedging business, which clearly stipulates the amount of margin used in hedging business, the variety and scope of hedging business, the approval authority, the responsible department and person in charge, risk management, operation system, etc, It can effectively ensure the smooth progress of futures business and effectively control risks. The targeted risk control measures taken by the company are feasible, and it is feasible to carry out futures hedging business.
7、 Relevant review and approval procedures
(I) opinions of the board of directors
The company held the 14th meeting of the second board of directors on February 18, 2022. The meeting deliberated and adopted the proposal on carrying out commodity futures hedging business in 2022 and the feasibility analysis report on carrying out commodity futures hedging business in 2022 prepared by the company. It is agreed that the company will use its own funds to carry out commodity futures hedging business with a maximum margin balance of no more than 20 million yuan. The business period is from March 4, 2022 to March 3, 2023. Within the above scope, the funds can be recycled.
(II) opinions of the board of supervisors
The company held the 12th meeting of the second board of supervisors on February 18, 2022, which deliberated and adopted the proposal on carrying out commodity futures hedging business in 2022 and the feasibility analysis report on carrying out commodity futures hedging business in 2022 prepared by the company. The board of supervisors believes that the relevant approval procedures for the company to carry out futures hedging business comply with the relevant national laws and regulations, the articles of association and the company’s futures hedging business management system (Revised Version), and have set up corresponding risk control measures, without harming the interests of the company and all shareholders.
In conclusion, the board of supervisors agreed that the company should carry out commodity futures hedging business.
(III) opinions of independent directors
Independent directors believe that the company’s commodity futures hedging business will help give full play to the futures hedging function, reduce the impact of market price fluctuations such as raw materials on the company’s production and operation costs and the price of main products, improve the company’s overall risk resistance and enhance financial stability. The deliberation and decision-making procedures of this matter comply with the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and all shareholders.
Therefore, the independent directors unanimously agreed that the company should carry out commodity futures hedging business.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s commodity futures hedging business will help give full play to the futures hedging function, reduce the impact of market price fluctuations of raw materials on the company’s production and operation costs and the price of main products, improve the company’s overall risk resistance and enhance financial stability. The deliberation and decision-making procedures of this matter comply with the provisions of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed company self regulatory guidelines No. 13 – recommendation business, and the articles of association, and there is no situation that damages the interests of the company and all shareholders. In conclusion, the recommendation institution has no objection to the company’s commodity futures hedging business.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Cinda Securities Co., Ltd. on carrying out commodity futures hedging business in Sanyou Corporation Limited(300932) 2022)
Signature of sponsor representative:
Zeng Weijia, Wang Qing
Xinda Securities Co., Ltd
