Citic Securities Company Limited(600030)
About Shenzhen Senior Technology Material Co.Ltd(300568)
Verification opinions on carrying out foreign exchange hedging business
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is a sponsor of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as “company”, “listed company” or ” Shenzhen Senior Technology Material Co.Ltd(300568) “) issuing convertible corporate bonds to unspecified objects and listing on GEM. In accordance with the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020) and other relevant provisions, Citic Securities Company Limited(600030) has carefully verified the matters Shenzhen Senior Technology Material Co.Ltd(300568) plans to carry out foreign exchange hedging business, The details are as follows:
1、 Background of the company’s foreign exchange hedging business
The foreign exchange hedging business carried out by the company is closely related to the daily business needs. With the continuous growth of the company’s foreign exchange income, the company plans to carry out foreign exchange hedging business in order to effectively avoid the risks of the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company, improve the use efficiency of foreign exchange funds and reasonably reduce financial expenses. 2、 Types of foreign exchange hedging business transactions to be carried out by the company
The foreign exchange hedging business to be carried out by the company this time mainly includes currency swap, forward foreign exchange purchase, foreign exchange settlement and sales and other foreign exchange derivatives or a combination of a variety of foreign exchange derivatives. The basic assets of foreign exchange hedging business include exchange rate, interest rate, currency, commodity and other objects; Either physical delivery or balance settlement can be adopted; Either margin or guarantee can be used for leveraged transactions, or unsecured and unsecured credit transactions can be used.
3、 Amount of foreign exchange hedging business transaction and validity period of authorization
On February 28, 2022, the 20th meeting of the 5th board of directors held by the company considered and approved the proposal on developing foreign exchange hedging business, and agreed that the company and its holding subsidiaries use their own funds to carry out foreign exchange hedging business transactions with a total amount of no more than US $250 million, The above trading quota can be recycled within 12 months from the date of deliberation and approval by the board of directors, and the chairman or his authorized person is authorized to implement the above foreign exchange hedging business within the scope of the quota.
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, articles of association and foreign investment management system, the above matters of foreign exchange hedging business can be considered and approved by the board of directors of the company, It is not necessary to submit it to the general meeting of shareholders for deliberation.
4、 The necessity and feasibility of the company’s foreign exchange hedging business
The company’s products need to be exported to overseas markets, and the company needs to import raw materials and equipment from overseas. Affected by international political and economic uncertainties, the foreign exchange market fluctuates more frequently, and the uncertainty of the company’s operation increases. In order to prevent foreign exchange market risks, it is necessary for the company to appropriately carry out foreign exchange hedging business according to specific conditions. The foreign exchange hedging business carried out by the company is closely related to the company’s business. Based on the company’s foreign exchange assets, liabilities and foreign exchange revenue and expenditure business, it can further improve the company’s ability to deal with the risk of foreign exchange fluctuation, better avoid and prevent the risk of foreign exchange rate and interest rate fluctuation faced by the company, and enhance the company’s financial stability. 5、 Basic information of the company’s foreign exchange hedging business
(I) contract term: match with the basic business term.
(II) counterparties: commercial banks and financial institutions qualified for foreign exchange hedging business. (III) liquidity arrangement: foreign exchange hedging business is based on normal foreign exchange assets and liabilities, and the business amount and business period match the expected period of foreign exchange revenue and expenditure.
6、 Risk analysis of foreign exchange hedging business and risk control measures taken by the company
(I) risk analysis of foreign exchange hedging business
In carrying out foreign exchange hedging business, the company follows the principle of locking exchange rate and interest rate risk, and does not engage in speculative and arbitrage trading operations, but there are still certain risks in the trading operations of foreign exchange hedging business.
1. Exchange rate fluctuation risk. When the trend of foreign exchange rate deviates greatly from the direction of exchange rate fluctuation judged by the company, the cost incurred by the company after locking the exchange rate may exceed the cost incurred when it is not locked, resulting in losses to the company.
2. Performance risk. The counterparties of the company’s foreign exchange hedging transactions are banks and financial institutions with good credit and have established long-term business contacts with the company, and the performance risk is low.
3. Other risks. When conducting transactions, if the operators fail to conduct foreign exchange hedging transactions in accordance with the specified procedures or fail to fully understand the foreign exchange hedging information, it will bring operational risks; If the terms of the transaction contract are not clear, it may face legal risks.
(II) risk control measures taken by the company
1. The foreign exchange hedging business carried out by the company aims to reduce the impact of exchange rate fluctuations on the company, and any risk speculation is prohibited; The trading volume of the company’s foreign exchange hedging business shall not exceed the upper limit of the authorized amount approved by the board of directors or the general meeting of shareholders (if any); The company shall not conduct foreign exchange hedging business transactions with leverage. 2. The company has formulated a strict foreign exchange hedging business management system, which clearly stipulates the operating principles, approval authority, internal operating procedures, information isolation measures, internal risk control procedures and information disclosure of foreign exchange hedging business transactions to control transaction risks.
3. The company will carefully review the contract terms signed with banks and other financial institutions and strictly implement the risk management system to prevent legal risks.
4. The financial department of the company will continue to track the changes in the open market price or fair value of the foreign exchange hedging business, timely evaluate the changes in the risk exposure of the foreign exchange hedging business, regularly report to the management of the company, timely report any abnormalities, prompt the risk and implement emergency measures.
5. The internal audit department of the company shall supervise and inspect the compliance of decision-making, management and implementation of foreign exchange hedging business.
7、 Accounting policies and accounting principles for foreign exchange hedging business
In accordance with the relevant provisions and guidelines of the accounting standards for business enterprises of 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.
8、 Opinions of independent directors and board of supervisors
(I) opinions of independent directors
The relevant decision-making procedures for the company to carry out foreign exchange hedging business comply with the provisions of the articles of association, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other laws, regulations and normative documents. The company uses foreign exchange hedging tools to reduce exchange rate risks, reduce exchange losses and control operational risks. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
At the same time, the company has formulated the management system of foreign exchange hedging business, and formulated specific operating procedures for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures. The company’s foreign exchange hedging business is feasible and the risk can be controlled. It is agreed that the company shall carry out foreign exchange hedging business in accordance with the provisions of relevant systems.
(II) opinions of the board of supervisors
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 business risks, which is necessary. The company has formulated the management system of foreign exchange hedging business and improved the relevant internal control system. The targeted risk control measures taken by the company are feasible. The board of supervisors agreed that on the premise of ensuring the normal operation of production and operation and controllable risks, the company and its holding subsidiaries use their own funds to carry out foreign exchange hedging business transactions with a total amount of no more than US $250 million. The above transaction amount can be recycled within 12 months from the date of deliberation and approval by the board of directors, And authorize the chairman or his authorized person to specifically implement the above matters related to foreign exchange hedging business within the limit.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the purpose of the company’s foreign exchange hedging business is to effectively avoid and prevent the potential exchange rate and other risks caused by the company’s import and export business, improve the use efficiency of foreign exchange funds, reasonably reduce financial expenses and reduce the impact of exchange rate fluctuations. The company has formulated the management system of foreign exchange hedging business, and formulated specific operating procedures for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures. The recommendation institution has no objection to the company’s foreign exchange hedging business.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on Shenzhen Senior Technology Material Co.Ltd(300568) carrying out foreign exchange hedging business) sponsor representative (signature):
Wu Bin, ye Xinglin
Citic Securities Company Limited(600030) February 28, 2022
