Dongxing Securities Corporation Limited(601198)
About Shenzhen oney Electronics Co., Ltd
Verification opinions on carrying out foreign exchange derivatives trading business
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor for the initial public offering, listing and continuous supervision of Shenzhen oneI Electronics Co., Ltd. (hereinafter referred to as “oneI Electronics” or “company”), in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the matters of o’nei electronic’s foreign exchange derivatives trading business have been carefully verified. The verification results are as follows:
1、 Overview of investment in foreign exchange derivatives trading business this time
(I) investment purpose and necessity
With the development of the company’s overseas business, the scale of the company’s foreign exchange revenue and expenditure continues to grow, and the exchange rate fluctuation will have a certain impact on the performance of the company and its subsidiaries within the scope of consolidated statements. In order to avoid and prevent the foreign exchange risk formed by the above business, the company and its subsidiaries within the scope of consolidated statements plan to carry out foreign exchange derivatives trading business on the premise of ensuring normal operation, It is necessary to reduce the risk of exchange rate fluctuations on the company’s operation and realize the purpose of maintaining and increasing the value of foreign exchange assets.
(II) investment mode
1. Types of trading business: the types of foreign exchange derivatives trading to be carried out by the company include but are not limited to foreign exchange forward trading, foreign exchange swap trading, foreign exchange option trading, RMB foreign exchange forward trading, RMB foreign exchange currency swap, RMB foreign exchange option trading, RMB to foreign exchange option combination and other products or combinations of the above products. The basic objects of derivatives include exchange rate, interest rate, currency, etc.
2. Counterparty: banking financial institutions
3. Liquidity arrangement: foreign exchange derivatives transactions are based on the normal domestic and foreign currency revenue and expenditure business, based on specific business operations, and the investment amount and investment period match the actual business needs, so as to reasonably arrange the use of funds.
(III) transaction limit and validity period of authorization
The company and its subsidiaries within the scope of the consolidated statements intend to carry out foreign exchange derivatives trading with a total amount of no more than RMB 250 million (or within 12 months from the date of waiting), and the above amount can be recycled and used within the approval period. During the validity period, the company and its subsidiaries within the scope of the consolidated statements carry out foreign exchange derivatives trading with a total amount of no more than RMB 250 million (or equivalent foreign currency). If the duration of a single transaction exceeds the authorization period, the authorization period will be automatically extended to the termination of the transaction.
The board of directors of the company requests the general meeting of shareholders of the company to authorize the general manager of the company to exercise the investment decision-making power according to relevant regulations within the scope of the above authorized amount and the approval period, and the financial department of the company is responsible for the specific implementation.
(IV) source of funds
The capital of the foreign exchange derivatives transaction to be carried out by the company comes from the company’s own funds, and there is no case of using raised funds or bank credit funds to engage in this business.
(V) information disclosure
The company will disclose the company’s foreign exchange derivatives transactions in accordance with the relevant requirements of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and disclose the relevant progress and implementation of the foreign exchange derivatives transactions in the regular report.
(VI) review procedure
The company and its subsidiaries within the scope of consolidated statements do not involve related party transactions in the proposed foreign exchange derivatives business. In accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, articles of association, foreign investment management system, foreign exchange derivatives trading business management system and other relevant provisions, The proposed foreign exchange derivatives trading business needs to be submitted to the general meeting of shareholders of the company for deliberation after the deliberation of the board of directors of the company.
2、 Investment risk analysis and risk control measures for foreign exchange derivatives trading business
(I) investment risk
The company follows the principles of legality, prudence, safety and effectiveness in carrying out foreign exchange derivatives trading, and does not engage in speculative and arbitrage trading operations, but there are still certain risks in foreign exchange derivatives trading operations.
1. Market risk: the difference between the exchange rate and interest rate of foreign exchange derivatives trading contract and the actual exchange rate and interest rate on the maturity date will produce trading profits and losses; During the duration of foreign exchange derivatives, revaluation gains and losses will occur in each accounting period, and the cumulative value of revaluation gains and losses to the maturity date is equal to transaction gains and losses.
2. Liquidity risk: the risk that the transaction cannot be completed due to insufficient market liquidity.
3. Performance risk: there is a risk of default caused by failure to perform the contract when the contract expires.
4. Other risks: when conducting transactions, if the operators fail to conduct foreign exchange derivatives transactions according to the specified procedures or fail to fully understand the derivatives information, operational risks will be brought; If the terms of the transaction contract are not clear, it may face legal risks.
(II) risk control measures
1. Clarify the trading principles of foreign exchange derivatives: the company does not conduct foreign exchange derivatives trading solely for the purpose of profit. The trading activities of foreign exchange derivatives carried out by the company are based on normal production and operation, based on specific business operations, and for the purpose of hedging, avoiding and preventing exchange rate risks.
2. System construction: the company has formulated the management system of foreign exchange derivatives trading business, which clearly stipulates the operation principles, approval authority, management and internal operation processes, information isolation measures, internal risk reporting system and risk handling procedures, information disclosure, etc. of foreign exchange derivatives trading business, so as to control transaction risks.
3. Transaction management: the company will carefully review the contract terms signed with the bank and strictly implement the risk management system to prevent legal risks.
4. Risk early warning management: the Finance 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, timely report abnormal conditions to the management, prompt risks and implement emergency measures.
5. Internal control management: the Audit Department of the company shall supervise and inspect the compliance of decision-making, management and execution of foreign exchange derivatives transactions.
3、 Impact of foreign exchange derivatives trading on the company
The company’s foreign exchange derivatives trading business is based on specific business operations and matches the company’s daily business needs. The company’s foreign exchange derivatives business makes full use of the hedging function of foreign exchange derivatives to hedge the exchange rate risk in business activities, effectively avoid the risk of foreign exchange market to a certain extent, and reduce the impact of large exchange rate fluctuations on the company. In view of the certain risks in the development of foreign exchange derivatives trading business and the uncertain impact on the company, the company will timely perform the obligation of information disclosure in strict accordance with relevant regulations.
4、 Accounting policies and accounting principles of foreign exchange derivatives trading business
The company will conduct corresponding accounting treatment for the proposed 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 – hedge accounting, accounting standards for Business Enterprises No. 37 – presentation of financial instruments, which will be reflected in the relevant subjects of the balance sheet and income statement.
5、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The company held the 21st Meeting of the second board of directors on February 23, 2022, deliberated and approved the proposal on carrying out foreign exchange derivatives trading business, and agreed that the company and its subsidiaries within the scope of consolidated statements should carry out foreign exchange derivatives trading business within the limit of no more than RMB 250 million (or equivalent foreign currency), The above quota is valid within 12 months after the approval of the first extraordinary general meeting of shareholders in 2022, and can be recycled and rolled. During the period of validity, the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, with a total amount of no more than RMB 250 million (or equivalent foreign currency). This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (II) independent opinions of independent directors
The independent directors believe that: the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business to match the daily business needs of the company, make full use of the hedging function of foreign exchange derivatives to hedge the exchange rate risk in business activities, effectively avoid the risk of foreign exchange market to a certain extent and reduce the impact of large exchange rate fluctuations on the company. The relevant review procedures for the company and its subsidiaries within the scope of consolidated statements to carry out foreign exchange derivatives trading business comply with the relevant national laws and regulations, the articles of association and the management system of foreign exchange derivatives trading business. The internal control procedures are sound, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
The independent directors of the company unanimously agreed to the proposal on carrying out foreign exchange derivatives trading business and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) review opinions of the board of supervisors
The company held the 13th meeting of the second board of supervisors on February 23, 2022 and deliberated and adopted the proposal on carrying out foreign exchange derivatives trading business. After review, the board of supervisors believes that: the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business within the limit of no more than RMB 250 million (or equivalent foreign currency), which is helpful to avoid the risk of foreign exchange market and reduce the adverse impact of large exchange rate fluctuations on the company. The company has formulated the management system of foreign exchange derivatives trading business, and formulated specific operating procedures and feasible risk control measures for the company to engage in foreign exchange derivatives trading business. The deliberation procedure of this transaction is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
The board of supervisors of the company unanimously agreed to the proposal on carrying out foreign exchange derivatives trading business and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the foreign exchange derivatives trading business carried out by oney electronics is helpful to avoid the risks in the foreign exchange market, improve the efficiency of capital use and reasonably reduce financial expenses. The company has been deliberated and approved at the 21st Meeting of the second board of directors and the 13th meeting of the second board of supervisors, and the independent directors have issued clear independent opinions. The matter has fulfilled the necessary approval procedures and needs to be submitted to the general meeting of shareholders for deliberation, which is in line with the articles of association, the Listing Rules of GEM stocks of Shenzhen Stock Exchange Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant provisions. Carrying out foreign exchange derivatives trading business does not affect the normal operation of the company and is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation procedure of this matter is legal and compliant.
In conclusion, the sponsor has no objection to the company’s foreign exchange derivatives trading business this time.
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(there is no text on this page, which is the signature and seal page of the Dongxing Securities Corporation Limited(601198) verification opinions on the foreign exchange derivatives trading business of Shenzhen oneI Electronics Co., Ltd.) sponsor representative:
Wang Gang, Chen Xinkai
Sponsor: Dongxing Securities Corporation Limited(601198) February 23, 2022
