Securities code: 300487 securities abbreviation: Sunresin New Materials Co.Ltd Xi’An(300487) Announcement No.: 2021-107 bond Code: 123027 bond abbreviation: Lanxiao convertible bond
Sunresin New Materials Co.Ltd Xi’An(300487)
Announcement on carrying out foreign exchange hedging business
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.
Sunresin New Materials Co.Ltd Xi’An(300487) (hereinafter referred to as “the company”) convened the 9th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors on December 30, 2021, deliberated and adopted the proposal on developing foreign exchange hedging business, and agreed that the company (including subsidiaries) should carry out foreign exchange hedging business with an amount not exceeding US $50 million (or equivalent foreign currency). Relevant matters are hereby announced as follows:
1、 Purpose of foreign exchange hedging business
With the continuous increase of the company’s international trade business, the company’s foreign currency settlement business is becoming more and more frequent. In order to effectively avoid foreign exchange market risks, further improve the company’s ability to deal with foreign exchange fluctuation risks, prevent the adverse impact of large exchange rate fluctuations on the company, and better safeguard the interests of the company and all shareholders. The company (including subsidiaries) plans to carry out foreign exchange hedging business with banks and other financial institutions, take the initiative to deal with the risk of foreign exchange rate fluctuations and enhance financial stability.
2、 Basic information of the proposed foreign exchange hedging business
1. Mainly involving currency and business type
The currencies involved in the foreign exchange hedging business to be carried out by the company (including subsidiaries) include but are not limited to the main settlement currencies used in production and operation, such as US dollars.
The foreign exchange hedging business proposed by the company is to meet the needs of production and operation, and is handled in banks and other financial institutions for the purpose of avoiding and preventing exchange rate risks, including but not limited to forward settlement and sales of foreign exchange, foreign exchange swaps, currency swaps, foreign exchange swaps, foreign exchange futures, foreign exchange options and other portfolio products related to foreign exchange derivatives.
2. Business scale and source of investment
According to the company’s asset scale and business needs, the amount of foreign exchange hedging business to be carried out by the company (including subsidiaries) within the authorization period shall not exceed US $50 million (or equivalent foreign currency). The funds for the foreign exchange hedging business to be carried out by the company are the company’s own funds and do not involve the raised funds.
3. Authorization period and product period
This authorization is valid within 18 months from the date of deliberation and approval by the board of directors. Within the period authorized by the board of directors, the company (including subsidiaries) may carry out foreign exchange hedging business with banks and other financial institutions. The duration of a single transaction shall not exceed 12 months. If the duration of a single transaction exceeds the authorization period of the board of directors, the authorization period of the board of directors shall be automatically extended to the termination of a single transaction.
As the foreign exchange hedging business is closely related to the operation of the company, the board of directors of the company authorizes the chairman and his authorized persons to approve the relevant documents of daily foreign exchange hedging business.
3、 Risk analysis of foreign exchange hedging business
The company (including subsidiaries) follows the principle of prudence in carrying out foreign exchange hedging business, does not carry out foreign exchange transactions for the purpose of speculation, and all foreign exchange hedging business is based on normal production and operation, relying on specific business operations, with the purpose of avoiding and preventing exchange rate risks. However, foreign exchange hedging business also has certain risks:
1. Exchange rate fluctuation risk: when the foreign exchange rate fluctuates greatly, the company judges that the direction of sharp exchange rate fluctuation 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, which may cause risks due to imperfect internal control mechanism;
3. Transaction default risk: if the foreign exchange hedging counterparty defaults and fails to pay the hedging profit of the company as agreed, the actual exchange loss of the company cannot be hedged, which will cause the loss of the company.
4、 Risk control measures to be taken by the company
1. In order to avoid the risk of large exchange rate fluctuation, the company will strengthen the research and analysis of exchange rate, pay attention to the changes of international market environment, adjust strategies in time, and avoid exchange losses to the greatest extent;
2. The company has established the foreign exchange hedging business management system, which has made clear provisions on the operation regulations, approval authority, information confidentiality and risk handling procedures of foreign exchange hedging business;
3. In order to avoid internal control risks, the financial department of the company uniformly manages 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;
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;
5. The company’s foreign exchange hedging business must be based on the careful prediction of the company’s foreign currency receipt (payment). The delivery date of the foreign exchange hedging business must match the foreign currency receipt, deposit time or foreign currency payment time predicted by the company. 5、 Accounting policies and accounting principles
In accordance with the relevant provisions and guidelines of the Ministry of finance, such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 – hedge accounting, accounting standards for Business Enterprises No. 37 – presentation of financial instruments, the company conducts corresponding accounting treatment for the proposed foreign exchange hedging business, Reflect relevant items in the balance sheet and income statement.
6、 Opinions of the board of supervisors, independent directors and recommendation institutions
1. Opinions of the board of supervisors
The company’s foreign exchange hedging business is conducive to preventing exchange rate risk and reducing financial expenses. It is agreed that the company (including subsidiaries) shall carry out foreign exchange hedging business. The amount of foreign exchange hedging business shall not exceed US $50 million (or equivalent foreign currency). The authorization period is within 18 months from the date of deliberation and approval by the board of directors. The duration of a single transaction shall not exceed 12 months. If the duration of a single transaction exceeds the authorization period of the board of directors, the authorization period of the board of directors shall be automatically extended to the termination of a single transaction.
2. Opinions of independent directors
The relevant decision-making procedures for the company (including subsidiaries) to carry out foreign exchange hedging business comply with relevant national laws, regulations and the articles of association. Based on normal production and operation and relying on specific business operations, on the premise of ensuring normal production and operation, the company uses foreign exchange hedging tools to reduce exchange rate risk, reduce exchange loss and control operation risk, without damaging 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 for 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. Therefore, we agree that the company shall carry out foreign exchange hedging business in accordance with the provisions of relevant systems.
3. Opinions of the sponsor
Sunresin New Materials Co.Ltd Xi’An(300487) carrying out foreign exchange hedging business meets the actual business needs of the company, is conducive to avoiding the risks of the foreign exchange market, preventing the adverse impact of large exchange rate fluctuations on the company, improving the use efficiency of foreign exchange funds and reasonably reducing financial expenses. It is necessary, and there is no damage to the interests of listed companies and shareholders.
The company has formulated the foreign exchange hedging business management system and necessary risk control measures in accordance with relevant laws and regulations. The above matters have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions. The deliberation procedures of this matter comply with the provisions of the company law, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association of the company and other laws and regulations, and there is no damage to the interests of shareholders. The recommendation institution has no objection to the company’s foreign exchange hedging business.
7、 Documents for future reference
1. Resolutions of the 9th meeting of the 4th board of directors of the company;
2. Resolutions of the 8th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors of the company.
4. Southwest Securities Co.Ltd(600369) verification opinions on Sunresin New Materials Co.Ltd Xi’An(300487) carrying out foreign exchange hedging business.
It is hereby announced.
Sunresin New Materials Co.Ltd Xi’An(300487) board of directors December 31, 2021
