Minsheng Securities Co., Ltd
About Quakesafe Technologies Co.Ltd(300767)
Verification opinions on carrying out futures hedging business
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) is the sponsor of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as ” Quakesafe Technologies Co.Ltd(300767) ” or “company”) for initial public offering of shares, listing on GEM and issuing convertible corporate bonds to unspecified objects. The measures for the administration of securities issuance and listing sponsor business The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant provisions have verified the futures hedging business of Quakesafe Technologies Co.Ltd(300767) and the specific verification is as follows:
1、 Purpose of carrying out futures hedging business
The main raw materials used in the company’s vibration reduction and isolation products are steel, rubber, lead ingot and adhesive. The total cost of main raw materials accounts for about 60% of the production cost of the company’s main products. Steel sector, rubber and lead ingot are bulk commodities with a high degree of marketization. The price is affected by various factors such as economic cycle, market supply and demand, exchange rate and so on. If the price of raw materials rises in the future, it will have a certain impact on the production cost and operating performance of the company. The company’s futures hedging business is conducive to locking in product costs, effectively preventing market risks and reducing product cost fluctuations caused by raw material price fluctuations, so as to ensure the relative stability of product costs and avoid the adverse impact of price fluctuations on enterprise operation.
2、 Basic information of futures hedging business
(I) types of hedging transactions
The futures hedging business to be carried out by the company includes steel, rubber, lead ingot and other raw materials. Any speculative trading for the purpose of chasing profits is strictly prohibited. This transaction does not need to be deliberated by the general meeting of shareholders and does not constitute a connected transaction.
(II) total amount and term of proposed investment
Total capital to be invested: no more than 100 million yuan.
Term: within 12 months from the date of deliberation and approval by the board of directors.
Source of funds: self owned funds.
(III) accounting policies and accounting principles
The relevant accounting policies and accounting principles for the company’s futures hedging business will be implemented in strict accordance with the relevant provisions of the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments and the accounting standards for Business Enterprises No. 24 – hedge accounting issued by the Ministry of finance of the people’s Republic of China. The changes in the fair value of futures products used in futures hedging business will be included in the current profits and losses of the company, which will increase or decrease the profits of the company.
3、 Risk analysis of futures hedging business
The company’s hedging business is not for profit, mainly to prevent price risks and maintain a stable profit level in case of large fluctuations in material prices, but there will also be some risks:
(I) price fluctuation risk: large changes in the futures market may lead to price fluctuations, resulting in the company may not be able to buy or sell hedging at the price required to be locked, or close positions at the predetermined price, resulting in losses. (II) capital risk: the futures hedging transaction adopts the margin and mark to market system. When the futures price fluctuates greatly, the company may have the risk of loss due to forced closing of positions without timely replenishment of margin. (III) internal control risk: futures trading is highly professional and complex, which may lead to risks caused by imperfect internal control system.
(IV) technical risk: the delay, interruption or data error of transaction instructions may be caused by network failure, incomplete computer system and other factors.
4、 Risk control measures to be taken by the company
(I) the company will control all links, implement risk prevention measures and operate prudently in strict accordance with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and the company’s futures hedging business management system.
(II) match the hedging business with the company’s operating risk to the greatest extent. The futures position shall not exceed the spot demand of hedging, the position time shall match the pricing period required for spot hedging, and no speculative trading for the purpose of profit is carried out.
(III) the company will strictly control the capital scale of hedging, reasonably plan and use the margin, and will not use the raised funds for futures hedging directly or indirectly.
(IV) the commodity futures hedging business proposed by the company can only be conducted in the on-site market, not in the off-site market.
5、 Opinions of the board of directors
On March 17, 2022, the 13th meeting of the third board of directors of the company deliberated and adopted the proposal on developing futures hedging business. The board of Directors believes that the company’s hedging business related to steel, rubber and lead ingots is conducive to locking in the company’s product costs, effectively preventing market risks and reducing product cost fluctuations caused by raw material price fluctuations. The board of directors agrees that the company uses its own funds to carry out futures hedging business. 6、 Opinions of independent directors
The futures hedging business carried out this time meets the needs of the company’s operation and development, helps to reduce the impact of price fluctuations on production costs, maintain a relatively stable profit level, provides an effective guarantee for the company to further expand the national market sales scale and enhance market competitiveness, and complies with the Listing Rules of GEM stocks of Shenzhen Stock Exchange The provisions of relevant laws, regulations and the articles of association, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree on the matters of the company’s futures hedging business this time.
7、 Opinions of the board of supervisors
On March 17, 2022, the 10th meeting of the third board of supervisors of the company deliberated and adopted the proposal on developing futures hedging business. After deliberation, all supervisors agreed that the company’s futures hedging business complies with laws, administrative regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, which is conducive to reducing the company’s operating risks. At the same time, they set up corresponding risk control measures and formulated specific operating procedures for the company to engage in hedging business. It is feasible for the company to carry out commodity futures hedging business, and the risk can be controlled. We unanimously agree that the company will carry out futures hedging business.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Quakesafe Technologies Co.Ltd(300767) the proposed hedging business has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent and fulfilled the necessary approval procedures. The hedging business of the company is based on normal production and operation, relying on specific business operations and aiming at avoiding price fluctuations. There is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. At the same time, the company has formulated the management system of futures hedging business as the internal control and risk management system for futures hedging business. Based on the above situation, Minsheng securities has no objection to Quakesafe Technologies Co.Ltd(300767) carrying out futures hedging business.
The recommendation institution reminds the company that in the process of futures hedging business, it is necessary to strengthen the training and risk responsibility education of business personnel, implement specific risk control measures and accountability mechanism, put an end to profit-making speculation, and do not use the raised funds for hedging directly or indirectly.
The recommendation institution also reminded investors to pay full attention to the potential risks that commodity futures hedging business may bring to Quakesafe Technologies Co.Ltd(300767) production and operation.
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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 Quakesafe Technologies Co.Ltd(300767) carrying out futures hedging business) sponsor representative:
Zhu Binghui and Bai Yingcai
Minsheng Securities Co., Ltd
