Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022021 Ninestar Corporation(002180)
Announcement on the financial derivatives trading business of the company and its subsidiaries in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Ninestar Corporation(002180) (hereinafter referred to as "the company") held the 29th meeting of the sixth board of directors and the 23rd Meeting of the sixth board of supervisors on February 28, 2022. The proposal on the company and its subsidiaries to carry out financial derivatives trading business in 2022 was deliberated and adopted respectively. In order to effectively avoid and deal with the risks brought to the company by exchange rate fluctuations, Reduce the impact on the company's operation. According to the requirements of the company's financial derivatives trading management system and other relevant laws and regulations, the company and its subsidiaries use their own funds to carry out financial derivatives trading business, and the maximum amount of static position contracts of various types of financial derivatives shall not exceed the equivalent of 5.5 billion US dollars, The general meeting of shareholders is also requested to authorize the company's management to decide and sign relevant transaction documents. The authorization period is 12 months from the date when the proposal is considered and adopted by the third extraordinary general meeting of shareholders in 2022. This proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The specific contents of this financial derivatives trading business are announced as follows:
1、 The purpose of the company's financial derivatives trading business
In order to effectively avoid and deal with the risks brought to the company by exchange rate fluctuations and reduce the impact on the company's operation, the company plans to carry out financial derivatives trading business with banks and other financial institutions. On the premise of ensuring normal operation, the company uses its own funds to carry out financial derivatives trading business, which is conducive to avoiding the risk of changes in RMB exchange rate and interest rate, improving the company's ability to resist fluctuations in exchange rate and interest rate, and there is no damage to the interests of the company and all shareholders.
2、 Types of financial derivatives trading business to be carried out
The company and its subsidiaries intend to carry out financial derivatives trading business, including but not limited to forward, swap (SWAP) and option, as well as mixed financial instruments with one or more characteristics of forward, swap (SWAP) and option.
3、 Proposed financial derivatives trading business plan
According to the requirements of the company's financial derivatives trading management system and other relevant laws and regulations, and in combination with the company's business needs, the maximum amount of static position contracts of the proposed financial derivatives trading shall not exceed the equivalent of US $5.5 billion. The types of business involved mainly include:
1. Forward foreign exchange settlement and sales business. The company and its subsidiaries agree on the currency, amount, exchange rate and time limit of foreign exchange settlement or sales in the future by signing the forward foreign exchange settlement and sales contract with the bank, and handle the business of foreign exchange settlement or sales according to the currency, amount and exchange rate agreed in the forward foreign exchange settlement and sales contract within the time limit agreed in the contract.
2. Foreign exchange option portfolio business. According to the actual demand of foreign exchange settlement in the future, the company and its subsidiaries carry out the trading of call options or put options and their combinations according to the exposure of foreign exchange, and lock the exchange rate within a certain range at a certain time (within one year) in the future, so as to reduce the risk of forward foreign exchange settlement.
The forward foreign exchange settlement and sales business and foreign exchange option portfolio business are limited to the main settlement currencies used by the company's production and operation. The forward foreign exchange settlement and sales business and foreign exchange option portfolio business with the delivery period consistent with the predicted payment collection period and the amount matching the predicted payment collection amount are carried out.
The capital source of the financial derivatives transaction to be carried out this time is the company's own funds, and the company's operation and management are authorized to decide and sign relevant transaction documents. The authorization period is effective within 12 months from the date when the proposal is considered and approved by the third extraordinary general meeting of shareholders in 2022.
4、 Feasibility for the company to carry out financial derivatives transactions
The company has met the necessary conditions for carrying out financial derivatives trading business. The details are as follows:
1. Strict risk review and risk tracking will be conducted for financial derivatives transactions.
2. The company has formulated the financial derivatives trading business management system, which clearly stipulates the transaction approval process. The special working group established by the company and its subsidiaries when engaging in the above financial derivatives trading business shall carry out the company's financial derivatives trading within the scope authorized by the board of directors or the general meeting of shareholders.
3. The current self owned capital scale of the company and its subsidiaries can support the capital required by the company to engage in the above business.
5、 Risk analysis of the company's financial derivatives trading business
1. Market value change risk: the market value of financial derivatives trading exposure changes. If the fair value of financial derivatives at the end of the reporting period changes compared with that at the beginning of the reporting period, it will have an impact on the current profits and losses of the company. 2. Delivery risk: according to the contract to be signed, both parties to the transaction of financial derivatives can choose to exchange the full principal. The company will ensure that it has sufficient funds for liquidation at the time of delivery through an effective capital plan. 3. Credit risk: refers to the risk to the company caused by the counterparty's failure to perform its contractual obligations to pay product income. Since the company will choose to cooperate with banks or other financial institutions that have established long-term business transactions with the company or have high credit rating, there is basically no credit risk.
4. Other risks: the contract of this transaction has not been signed, so there is a risk that it can not be executed; At the same time, if the operators do not operate according to the specified procedures or do not fully understand the information of trading products during business development, it will bring operational risks; If the terms of the transaction contract are not clear, it may face legal risks.
6、 Risk control measures for the company to carry out financial derivatives trading business
1. The company shall conduct strict risk review and risk tracking on the trading business of financial derivatives, and the trading limit shall not exceed the upper limit of the authorized limit approved by the board of directors or the general meeting of shareholders.
2. The company has formulated the financial derivatives trading business management system, which clearly stipulates the transaction approval process. The special working group set up by the company and its subsidiaries when engaging in financial derivatives business is specifically responsible for the company's financial derivatives business and shall be implemented within the scope authorized by the board of directors or the general meeting of shareholders. 3. The company plans to sign contracts with trading institutions with accurate and clear terms and strictly implement the risk management system to prevent legal risks.
4. The company's special working group is responsible for the formulation of financial derivatives trading business plan, fund raising, business operation, daily contact and management, and timely submit analysis report and solution to the company's management in case of major risk or possible major risk, and report to the company's securities department.
5. The internal audit department of the company is responsible for monitoring and auditing the trading business of financial derivatives, reviewing the approval, actual operation, product delivery and profit and loss of financial derivatives trading, verifying the accounting treatment, forming corresponding reports and submitting them to the audit committee of the board of directors.
6. The legal department is responsible for the compliance review of the company's specific financial derivatives trading scheme and the evaluation, prevention and resolution of relevant risks.
7、 Analysis of the impact of the company's financial derivatives trading business on the company's operation \\ u2028
The purpose of this financial derivatives transaction is not to speculate profits. The purpose is to help the company effectively deal with the risks brought by exchange rate fluctuations, improve the company's ability to resist exchange rate and interest rate fluctuations, reduce the impact on the company's operation, reduce the impact of interest rate and exchange rate fluctuations on the company and its subsidiaries, and maintain a stable level of financial expenses for the company and its subsidiaries, The proposed financial derivatives trading business will not affect the company's daily operating capital needs and the normal development of its main business, which is conducive to improving the company's capital use efficiency and seeking more return on investment for the company and its shareholders.
8、 Opinions of independent directors
After verification, we believe that the company and its subsidiaries do not carry out financial derivatives trading business for the purpose of speculative arbitrage, which is mainly to effectively avoid and deal with the risks caused by exchange rate fluctuations, improve the company's ability to resist exchange rate and interest rate fluctuations, reduce the impact on the company's operation and reduce the impact of interest rate and exchange rate fluctuations on the company and its subsidiaries, And keep the company and its subsidiaries at a stable level of financial expenses, which will not affect the company's daily operating capital demand and the normal development of its main business, will not have a significant adverse impact on the company's operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
The deliberation and voting procedures of this proposal are legal. Therefore, we agree that the company and its subsidiaries carry out financial derivatives trading business, and agree that the board of directors will submit the matter to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9、 Opinion of independent financial advisor
After verification, the independent financial adviser believes that the company and its subsidiaries' financial derivatives trading business in 2022 has been deliberated and approved at the 29th meeting of the sixth board of directors and the 23rd Meeting of the sixth board of supervisors, and the independent directors have also expressed their explicit consent. In addition to the deliberation of the general meeting of shareholders, the company has fulfilled the approval procedures. This matter meets the actual needs of the company's operation and development, will not have an adverse impact on the company's daily operation, and will not infringe on the interests of the company and shareholders. The independent financial advisor has no objection to the financial derivatives trading business of the company and its subsidiaries in 2022.
10、 Documents for future reference
1. Resolutions of the 29th meeting of the 6th board of directors;
2. Resolutions of the 23rd Meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on matters related to the 29th meeting of the sixth board of directors;
4. Verification opinions of Huatai United Securities Co., Ltd. on Ninestar Corporation(002180) and its subsidiaries' financial derivatives trading business in 2022;
It is hereby announced.
Ninestar Corporation(002180) board of directors
March 1, 2002
