Sinolink Securities Co.Ltd(600109)
About Zhejiang Meorient Commerce & Exhibition Inc(300795)
Verification opinions on carrying out forward foreign exchange settlement and sales business
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " and "sponsor") as a sponsor of Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as "Mio Exhibition" or "company") for initial public offering of shares and listing on GEM, in accordance with the measures for the administration of securities issuance and listing sponsor business and the Listing Rules of gem shares of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business and other relevant provisions have carefully verified the matters that mieo exhibition plans to carry out long-term foreign exchange settlement and sales business, and issued the verification opinions as follows:
1、 Purpose of carrying out forward foreign exchange settlement and sales
The overseas exhibition business of the company and its holding subsidiaries shall be settled with overseas suppliers by converting RMB into US dollars, euros or local currencies. When the exchange rate fluctuates greatly, it will directly affect the operating cost of the company. The long-term settlement and sales of foreign exchange of the company and its holding subsidiaries are for the purpose of preventing exchange rate risk, do not speculate, and do not conduct foreign exchange transactions solely for the purpose of profit.
2、 Varieties of long-term foreign exchange settlement and sales
Forward settlement and sales of foreign exchange refers to the signing of a forward settlement and sales contract between the bank and the customer, which stipulates the foreign exchange currency, amount, exchange rate and time limit for the settlement and sales of foreign exchange in the future. When foreign exchange income occurs on the due date, the settlement and sales of foreign exchange shall be handled according to the currency, amount and exchange rate agreed in the forward settlement and sales contract.
3、 Scale of long-term foreign exchange settlement and sales
In 2022, the amount of forward foreign exchange settlement and sales carried out by the company and its holding subsidiaries in commercial banks shall not exceed the equivalent of US $20 million.
4、 Risk analysis of long-term settlement and sale of foreign exchange and control measures taken by the company
1. Exchange rate fluctuation risk: when the exchange rate fluctuates greatly, it will affect the settlement of the company's overseas costs and may cause exchange losses. In view of this risk, the company will strengthen the research and analysis of exchange rate and adopt appropriate financial instruments to hedge the risk.
2. Internal control risk: the long-term settlement and sale of foreign exchange is highly professional, and there may be internal control risk. In view of this risk, the company has formulated relevant risk management systems and made clear provisions on the operation principle, approval authority, post responsibilities and implementation process of long-term foreign exchange settlement and sales, which is conducive to reducing the risk of internal control.
5、 Independent opinions expressed by independent directors
1. Deliberations of the board of directors and the board of supervisors
On March 21, 2022, the company held the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, deliberated and adopted the proposal on carrying out long-term foreign exchange settlement and sales business, and agreed to carry out long-term foreign exchange settlement and sales business with a total amount of no more than US $20 million.
2. Opinions of independent directors
The independent directors carefully considered the proposal on carrying out forward foreign exchange settlement and sales business, and believed that the company's forward foreign exchange settlement and sales business was carried out around the company's business, not simply for the purpose of profit, but based on specific business, by means of hedging, for the purpose of preventing exchange rate risk, and there was no situation damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. All independent directors agree that the company shall carry out forward foreign exchange settlement and sales business with a total amount of no more than US $20 million.
3. The long-term settlement and sale of foreign exchange can only be implemented after being deliberated and approved by the general meeting of shareholders.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The long-term settlement and sale of foreign exchange business of Mio exhibition has been deliberated and approved by the board of directors and the board of supervisors. The independent directors have issued clear consent opinions, which need to be deliberated by the general meeting of shareholders of the company. Necessary legal procedures have been performed and comply with relevant laws and regulations, exchange rules, articles of association and other relevant provisions. The recommendation institution has no objection to the company's long-term foreign exchange settlement and sales business within the approved limit.
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) verification opinions on Zhejiang Meorient Commerce & Exhibition Inc(300795) carrying out forward foreign exchange settlement business) sponsor representative:
Jiang LAN Jinwei
Sinolink Securities Co.Ltd(600109)
specific date
