Minsheng Securities Co., Ltd
About Sunshine Global Circuits Co.Ltd(300739)
Verification opinions on adjusting the business limit of foreign exchange derivatives
Minsheng Securities Co., Ltd. (hereinafter referred to as “recommendation institution” and “Minsheng securities”) as a recommendation institution under the continuous supervision of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “company” or ” Sunshine Global Circuits Co.Ltd(300739) “), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the guidelines for the recommendation of companies listed on the Shenzhen Stock Exchange have verified the company’s adjustment of the amount of foreign exchange derivatives trading business. The details are as follows:
1、 The company adjusted the background of foreign exchange derivatives business
The company’s products have been mainly exported for many years. In the process of global business expansion, the company holds a certain amount of foreign exchange assets. In order to effectively avoid the risk of foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company’s performance, the company plans to adjust the trading quota of foreign exchange derivatives from RMB 600 million or equivalent foreign currency to RMB 130 million or equivalent foreign currency, The above quota is valid within 12 months after being approved by the general meeting of shareholders and can be recycled and rolled.
2、 Types of foreign exchange derivatives trading business
The types of foreign exchange derivatives transactions carried out by the company include forward settlement and sales of foreign exchange, foreign exchange swaps, foreign exchange options and other businesses. The foreign exchange derivatives trading business carried out by the company is a simple foreign exchange derivatives closely related to the basic business, and the foreign exchange derivatives and the basic business match each other in terms of variety, scale, direction and term, so as to follow the company’s legal, prudent and stable risk management principles.
3、 Trading quota, term and authorization of foreign exchange derivatives trading business
The company and its subsidiaries intend to conduct foreign exchange derivatives transactions in foreign currencies not exceeding RMB 13000 million or equivalent. The transaction limit is effective within 12 months from the date of approval by the general meeting of shareholders of the company, and can be used on a rolling basis during this period. If the duration of a single transaction exceeds the validity of the resolution, the validity of the resolution shall be automatically extended to the termination of the single transaction. The company’s foreign exchange derivatives must be purchased in the name of the company or its subsidiaries. The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company or his designated agent to exercise voting rights within the above limit
The company’s foreign exchange derivatives trading business this time shall follow the principles of legality, prudence, safety and effectiveness. All foreign exchange derivatives trading businesses are based on normal production and operation, rely on specific business operations, and for the purpose of avoiding and preventing exchange rate risks. Speculation and illegal arbitrage transactions are not allowed.
The company’s current foreign exchange derivatives transaction must be based on the prudent prediction of the company’s foreign currency receipts (payments). The foreign currency amount of the foreign exchange derivatives transaction contract must match the prudent prediction of foreign currency receipts (payments).
4、 Risk analysis and risk control measures of foreign exchange derivatives trading business
(i) Risk analysis of foreign exchange derivatives trading business
The company shall follow the principles of legality, prudence, safety and effectiveness in carrying out foreign exchange derivatives trading, and shall not carry out speculative and simple arbitrage transactions. However, there are still risks in foreign exchange derivatives trading, including but not limited to the following:
1. Market risk: the difference between the exchange rate of foreign exchange derivatives trading contract and the actual exchange rate on the maturity date will produce trading profits and losses.
2. Liquidity risk: foreign exchange derivatives are based on the company’s foreign exchange assets and liabilities and matched with the actual foreign exchange revenue and expenditure to ensure that there are sufficient funds for clearing at the time of delivery, or choose net delivery of derivatives to reduce the cash flow demand on the maturity date.
3. Performance risk: the counterparties of the company’s foreign exchange derivatives transactions are banks with good credit and have established long-term business relations with the company, and the performance risk is low.
4. Other risks: during the transaction, if the terms of the transaction contract are not clear, it may face legal risks. （2） Risk control measures taken by the company
1. The foreign exchange derivatives transactions carried out by the company are for the purpose of stabilizing the large fluctuation risk caused by exchange rate fluctuations on the profitability of export business, and any risk speculation is prohibited.
2. The company has formulated the foreign exchange derivatives trading business 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, and strictly controls the trading risk.
3. 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, regularly report to the management of the company, timely report any abnormalities, prompt the risk and implement emergency measures.
4. The internal 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 for foreign exchange derivatives transactions
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 and accounting treatment for the proposed foreign exchange derivatives trading business, reflecting the relevant items of the balance sheet and income statement.
6、 Relevant approval procedures and audit opinions
(i) Opinions of the board of directors
The 38th (Interim) meeting of the second board of directors of the company deliberated and adopted the proposal on adjusting the business quota of foreign exchange derivatives trading , it is agreed that the company and its subsidiaries carry out foreign exchange derivatives trading business within the limit of no more than RMB 1300000000 or equivalent foreign currency according to business needs. The above limit is effective within 12 months after being approved by the general meeting of shareholders and can be recycled and rolled. This can effectively avoid the risks in the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company’s performance, Improve the use efficiency of foreign exchange funds and lock in exchange costs.
（2） Opinions of independent directors
The independent directors of the company believe that the company has formulated the management system for foreign exchange derivatives trading business, with perfect business approval process and targeted risk control measures. This adjustment of the company’s foreign exchange derivatives business is not for the purpose of speculation. It is based on the needs of the company’s business development. It is to effectively avoid the risks of the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company’s performance and lock in the exchange cost. The development of the above foreign exchange derivatives trading business does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association. The independent directors of the company unanimously agreed to the proposal on adjusting the business quota of foreign exchange derivatives trading, and submitted the proposal to the general meeting of shareholders of the company for deliberation.
（3） Review opinions of the board of supervisors
The board of supervisors believes that the company and its holding subsidiaries can 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 lock in the exchange cost. There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and the decision-making and deliberation procedures of this matter are legal and compliant. The board of supervisors of the company agreed to the proposal on adjusting the business quota of foreign exchange derivatives trading.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Sunshine Global Circuits Co.Ltd(300739) the matter of adjusting the business quota of foreign exchange derivatives is helpful to improve the company’s ability to deal with foreign exchange fluctuation risk. This matter has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed independent opinions on this matter and fulfilled the necessary internal approval procedures, Comply with the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, etc. The recommendation institution has no objection to the company’s foreign exchange derivatives trading business, which can be implemented only after being deliberated and approved by the company’s general meeting of shareholders.
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(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on Sunshine Global Circuits Co.Ltd(300739) adjusting the business limit of foreign exchange derivatives trading)
Sponsor representative:
Chen Yao, Xu Jie
Minsheng Securities Co., Ltd
