Southwest Securities Co.Ltd(600369)
About Sunresin New Materials Co.Ltd Xi’An(300487)
Verification opinions on carrying out foreign exchange hedging business
Southwest Securities Co.Ltd(600369) (hereinafter referred to as ” Southwest Securities Co.Ltd(600369) “) as a sponsor of Sunresin New Materials Co.Ltd Xi’An(300487) (hereinafter referred to as ” Sunresin New Materials Co.Ltd Xi’An(300487) ” and “the company”) to issue shares to specific objects, in accordance with the administrative measures for securities issuance and listing sponsorship business, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws According to the provisions of laws and regulations and normative documents, the Sunresin New Materials Co.Ltd Xi’An(300487) has carefully verified the matters of foreign exchange hedging business, and issued the following verification opinions:
The company held the 9th meeting of the 4th board of directors 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. 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. It mainly involves currency and business types
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. Within the above quota and authorization period, the funds can be recycled.
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 large 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 losses to 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 treatment procedures of foreign exchange hedging business;
3. In order to avoid internal control risks, the company’s financial department 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 foreign exchange hedging business must match the company’s predicted foreign currency receipt, deposit time or foreign currency payment time. 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
The board of supervisors of the company believes that the company’s foreign exchange hedging business is conducive to preventing exchange rate risk and reducing financial expenses. It agrees that the company (including subsidiaries) shall carry out foreign exchange hedging business. The amount incurred within the authorization period shall not exceed US $50 million (or equivalent foreign currency), and the authorization period shall be 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 the single transaction. 7、 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 and regulations, the articles of association and the management system for foreign exchange hedging business formulated by the company. 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. The company’s foreign exchange hedging business is feasible and the risk can be controlled. The independent directors of the company agree that the company shall carry out foreign exchange hedging business in accordance with the provisions of relevant systems. 8、 Verification opinions of the recommendation institution
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.
(there is no text on this page, which is the signature page of Southwest Securities Co.Ltd(600369) verification opinions on Sunresin New Materials Co.Ltd Xi’An(300487) carrying out foreign exchange hedging business) signature of the sponsor representative:
Ma Li Tu He Dong
Southwest Securities Co.Ltd(600369) mm / DD / yy
