Securities code: Rianlon Corporation(300596) securities abbreviation: Rianlon Corporation(300596) Announcement No.: 2022013 Rianlon Corporation(300596)
Announcement on the proposed foreign exchange derivatives trading business of the company and its subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Rianlon Corporation(300596) (hereinafter referred to as "the company") held the 27th meeting of the third board of directors and the 24th Meeting of the third board of supervisors on February 25, 2022, deliberated and adopted the proposal on the proposed foreign exchange derivatives trading business of the company and its subsidiaries, It is agreed that the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company's consolidated statements) carry out foreign exchange derivatives trading business of no more than RMB 200 million (or equivalent foreign currency) for a period of no more than 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned use period and limit, the funds can be recycled and used. Relevant matters are hereby announced as follows:
1、 Basic information of foreign exchange derivatives trading business
(I) transaction purpose
In order to avoid foreign exchange market risks, reduce the impact of exchange rate and interest rate fluctuations on the company's performance and improve the use efficiency of foreign exchange funds, we can reasonably reduce financial expenses, increase exchange gains and lock in exchange costs.
(II) amount and term
The company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) plan to carry out foreign exchange derivatives trading business of no more than RMB 200 million (or equivalent foreign currency), and the service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota, it can be used circularly.
(III) types of trading business
The types of foreign exchange derivatives business to be carried out by the company include but are not limited to forward settlement and sales of foreign exchange, foreign exchange options, foreign exchange swaps, interest rate swaps or combinations of the above products and other foreign exchange derivatives business. The basic objects of derivatives include exchange rate, interest rate, currency, commodity and other objects.
(IV) counterparty
The counterparty of the company's foreign exchange derivatives trading business is a financial institution approved by the regulatory authority and qualified for foreign exchange derivatives trading business, and there is no affiliated relationship.
(V) decision making and Implementation
This matter has been deliberated and approved at the 27th meeting of the third board of directors and the 24th Meeting of the third board of supervisors. The independent directors of the company have expressed their independent opinions with explicit consent. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Within the specified limit, the management of the company is authorized to sign relevant documents, which shall be organized, implemented and managed by the investment and Financing Department of the company.
2、 Risk analysis and risk control measures
(I) risk analysis
1. Market risk: due to large changes in the foreign exchange market, there may be market risk of loss due to changes in the price of foreign exchange 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 has high internal control risk, which may be caused by imperfect internal control system.
3. Payment collection forecast risk: the business department makes payment and payment collection forecast according to purchase orders, customer orders and expected orders, but in the actual implementation process, suppliers or customers may adjust their own orders and forecasts, resulting in inaccurate payment collection forecast of the company, resulting in the risk of delayed delivery of foreign exchange derivatives.
4. Legal risk: due to the change of relevant laws or the violation of relevant legal systems by counterparties, the contract may not be executed normally and bring losses to the company.
(II) risk control measures
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 risk speculation is prohibited.
2. The company has formulated the foreign exchange derivatives trading management system, 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 financial institutions and strictly implement the risk management system to prevent legal risks.
4. The investment and Financing 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 the risk and implement emergency measures.
5. The compliance of decision-making, management and execution of foreign exchange derivatives trading shall be daily supervised by the audit and supervision department of the company.
3、 Accounting policies and accounting principles
According to 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, accounting standards for Business Enterprises No. 37 - presentation of financial instruments and accounting standards for Business Enterprises No. 39 - fair value measurement, the company will conduct corresponding accounting treatment for the proposed foreign exchange derivatives trading business, Reflect relevant items in the balance sheet and income statement.
4、 Relevant audit procedures and opinions
(I) deliberations of the board of directors
The 27th meeting of the third board of directors of the company deliberated and approved the proposal on the company and its subsidiaries to carry out foreign exchange derivatives trading business. The board of directors agreed that the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company's consolidated statements) should carry out foreign exchange derivatives trading business of no more than 200 million yuan (or equivalent foreign currency), The term shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned use term and limit, the funds can be recycled and rolled.
(II) deliberation of the board of supervisors
The 24th Meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company and its subsidiaries to carry out foreign exchange derivatives trading business. The board of supervisors of the company believes that the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company's consolidated statements) can effectively avoid foreign exchange market risks, 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 minority shareholders. The resolution and deliberation procedures of this matter are legal and compliant. The company is approved to carry out foreign exchange derivatives trading business.
(III) opinions of independent directors
The company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) carry out foreign exchange derivatives trading business, which is conducive to effectively avoiding foreign exchange market risks, 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, And the company has established a corresponding monitoring mechanism, and there is no situation that damages the interests of the company and all shareholders. We agree that the company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) carry out foreign exchange derivatives trading business.
5、 Documents for future reference
1. Resolutions of the 27th meeting of the third board of directors of the company;
2. Resolutions of the 24th Meeting of the third board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the 27th meeting of the third board of directors; It is hereby announced.
Rianlon Corporation(300596) board of directors
February 28, 2022
