China International Capital Corporation Limited(601995)
About Anker Innovations Technology Co.Ltd(300866)
Verification opinions on continuing foreign exchange hedging business
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as ” Anker Innovations Technology Co.Ltd(300866) ” or “company”) for initial public offering of shares and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsorship business and the gem stock listing rules of Shenzhen Stock Exchange (revised in 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business have verified the matters of Anker Innovations Technology Co.Ltd(300866) continuing to carry out foreign exchange hedging business. The details are as follows:
1、 Purpose of continuing foreign exchange hedging business
In view of the increasing volatility of the foreign exchange market, in order to effectively prevent the uncertain impact of exchange rate fluctuations on the company’s operating performance and improve the use efficiency of foreign exchange funds, the company and its subsidiaries plan to carry out foreign exchange hedging business with banks and other financial institutions approved by relevant government departments and qualified for relevant business operations. The foreign exchange hedging business carried out by the company is closely related to production and operation, which can further improve the ability to deal with foreign exchange fluctuation risk, better avoid and prevent foreign exchange rate fluctuation risk, and enhance financial stability.
2、 Basic information of foreign exchange hedging business to be carried out
1. It mainly involves currency and business types
The foreign exchange hedging business to be carried out by the company and its subsidiaries is limited to the currency that is the same as the main settlement currency used by the company’s actual business, and the main foreign currency is US dollar, etc.
The specific methods or products of the company’s proposed foreign exchange hedging business mainly include forward settlement and sales of foreign exchange, foreign exchange swaps, foreign exchange options and other foreign exchange derivatives.
2. Business scale and source of investment
According to the actual demand, the total amount of foreign exchange hedging business approved by the company and its subsidiaries this time is no more than 4 billion yuan or equivalent foreign currency. The source of funds is self owned funds and does not involve raised funds.
3. Term and authorization of foreign exchange hedging business
The above quota is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the annual meeting of shareholders in 2021. Within the service life and quota, the funds can be recycled. Since the foreign exchange hedging business is closely related to the company’s operation, the board of directors of the company authorizes the general manager and his authorized persons to implement the foreign exchange hedging business plan and sign relevant agreements and documents in accordance with the provisions of the company’s system.
4. Counterparty of foreign exchange hedging business
Banks and other financial institutions approved by relevant government departments and qualified for foreign exchange hedging business.
3、 Risk analysis of foreign exchange hedging business
The company’s foreign exchange hedging business follows the principle of prudence and does not carry out foreign exchange transactions for the purpose of speculation. All foreign exchange hedging business is based on normal operation, based on specific business operations, and for the purpose of avoiding and preventing exchange rate risks. However, there are certain risks in foreign exchange hedging business, mainly including:
1. Exchange rate and interest rate fluctuation risk: when the foreign exchange rate fluctuates greatly, the company judges that the sharp fluctuation direction of exchange rate is inconsistent with the direction of foreign exchange hedging contract, which will cause exchange loss; If the exchange rate fluctuates in the future, a large deviation from the foreign exchange hedging contract will also cause exchange losses.
2. Internal control risk: foreign exchange hedging business is highly professional and complex, and losses may still occur due to imperfect internal control system in the process of handling foreign exchange hedging business.
3. Transaction default risk: when the foreign exchange hedging counterparty defaults, it cannot pay the hedging profit of the company as agreed, so it cannot hedge the actual exchange loss of the company, which will cause the loss of the company.
4. Customer default risk: overdue customer accounts receivable and customer adjustment of orders will make the actual payment collection inconsistent with the expected payment collection, which may make the actual cash flow unable to fully match the period or amount agreed in the foreign exchange hedging business contract signed by the financial department, resulting in the loss of the company.
4、 Risk control measures to be taken by the company
1. The company has formulated the foreign exchange hedging business management system, which clearly stipulates the operation regulations, approval authority, information disclosure, management and internal operation processes, information confidentiality measures, internal risk control procedures and file management of foreign exchange hedging business.
2. In order to avoid the risk of large exchange rate fluctuation, the company will strengthen the research and analysis of exchange rate, pay real-time attention to the changes of international market environment, timely adjust business strategy and avoid exchange loss to the greatest extent.
3. In order to avoid internal control risks, the financial department of the company is responsible for the unified management of the company’s foreign exchange hedging business. All foreign exchange transactions are based on normal production and operation and rely on specific business operations. Speculation and arbitrage transactions are not allowed, and business operations are carried out in strict accordance with the provisions of the management system for foreign exchange hedging business, Effectively ensure the implementation of the system.
4. In order to control the risk of transaction default, the company only carries out foreign exchange hedging business with legally qualified large banks and other financial institutions. At the same time, the Audit Department of the company conducts monthly supervision and inspection on foreign exchange hedging business, and reviews the actual operation, fund use and profit and loss of foreign exchange hedging business every quarter. 5、 Necessity and feasibility analysis of the company’s foreign exchange hedging business
The purpose of the company’s foreign exchange hedging business is to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control operational risks.
The company has formulated the management system of foreign exchange hedging business, improved relevant internal control systems, and equipped professionals for foreign exchange hedging business. The targeted risk control measures taken by the company are practical and feasible, and it is feasible to carry out foreign exchange hedging business.
By carrying out foreign exchange hedging business, the company can avoid the risk of foreign exchange market to a certain extent, prevent the adverse impact of large exchange rate fluctuations on the company, improve the use efficiency of foreign exchange funds and enhance financial stability.
6、 Accounting policies and accounting principles
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 and accounting standards for Business Enterprises No. 37 – presentation of financial instruments issued by the Ministry of finance, the company conducts corresponding accounting treatment for the proposed foreign exchange hedging business, reflecting the relevant items of the balance sheet and income statement.
7、 Relevant review procedures
The company held the 26th meeting of the second board of directors and the 19th meeting of the second board of supervisors on December 14, 2021, deliberated and adopted the proposal on continuing to carry out foreign exchange hedging business, and agreed that the company and its subsidiaries, on the premise of ensuring that the normal operation is not affected, The total amount of cooperation with banks and other financial institutions shall not exceed RMB 4 billion (or equivalent foreign currency) foreign exchange hedging business, including but not limited to forward foreign exchange settlement and sales business, foreign exchange swap business, foreign exchange option business and other foreign exchange derivatives business. The above quota is effective from the date of deliberation and approval by the general meeting of shareholders of the company to the annual shareholders’ meeting in 2021. Within the service life and quota, the funds can be recycled.
The matter still needs to be submitted to the general meeting of shareholders for deliberation.
8、 Opinions of the board of supervisors and independent directors
1. Opinions of the board of supervisors
After careful review, the members of the board of supervisors of the company agreed that it is necessary for the company to carry out foreign exchange hedging business in order to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risk caused by exchange rate fluctuation, reduce exchange loss and control business risk. The company has formulated the foreign exchange hedging business management system and improved the relevant internal control system. The risk control measures taken by the company are feasible. When the company conducts foreign exchange hedging business, the review procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries, on the premise of ensuring that the normal operation is not affected, Carry out foreign exchange hedging business with banks and other financial institutions with a total amount of no more than RMB 4 billion (or equivalent foreign currency).
2. Opinions of independent directors
After review, the independent directors believe that the foreign exchange hedging business that the company plans to continue to carry out with banks and other financial institutions is based on normal operation and relying on specific business operations, which can effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company’s production and operation, and ensure the relative stability of business performance. At the same time, the company has formulated the management system for foreign exchange hedging business, formulated specific operating procedures for the company’s foreign exchange hedging business by strengthening internal control and implementing risk control measures, and the relevant decision-making procedures for the company’s foreign exchange hedging business comply with relevant national laws, regulations and the articles of Association, There is no situation that damages the interests of the company and all shareholders, especially the majority of minority shareholders. The independent directors of the company agree that the company and its subsidiaries continue to carry out foreign exchange hedging business.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Anker Innovations Technology Co.Ltd(300866) the above foreign exchange hedging business is helpful to avoid and prevent the uncertainty caused by exchange rate fluctuations on the company’s performance, and is conducive to controlling exchange rate risk, which is necessary. The matter has been deliberated and approved by the board of directors and the board of supervisors of the company, and all independent directors have expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation.
The recommendation institution draws the company’s attention: in the process of foreign exchange hedging business, it is necessary to strengthen the training and risk responsibility education of business personnel, implement specific risk control measures and accountability mechanism, eliminate speculation aimed at profit, and do not use the raised funds for hedging directly or indirectly; The sponsor also drew investors’ attention: Although the company has taken corresponding risk control measures for foreign exchange hedging business, the inherent exchange rate fluctuation risk, transaction default risk, customer default risk and internal control risk of hedging business may have an impact on the company’s operating performance.
In conclusion, the recommendation institution has no objection to Anker Innovations Technology Co.Ltd(300866) the continuation of foreign exchange hedging business. (no text below)
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on Anker Innovations Technology Co.Ltd(300866) continuing foreign exchange hedging business)
Sponsor representative:
Zhao Huan, pan Zhibing
China International Capital Corporation Limited(601995) December 14, 2021
