Securities code: Zhejiang Meorient Commerce & Exhibition Inc(300795) securities abbreviation: Zhejiang Meorient Commerce & Exhibition Inc(300795) Announcement No.: 2022020
Zhejiang Meorient Commerce & Exhibition Inc(300795)
Announcement on carrying out forward foreign exchange settlement and sales 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.
Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as "the company") held the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors on March 21, 2022, deliberated and adopted the proposal on carrying out long-term foreign exchange settlement and sales business, and agreed that the company and its subsidiaries planned to carry out long-term foreign exchange settlement and sales business with an amount not exceeding the equivalent of US $20 million in 2022, which can be recycled and used within the above limit. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Business background and purpose
The overseas exhibition services of the company and its subsidiaries are mainly settled in foreign currencies such as US dollars. Therefore, when the exchange rate fluctuates greatly, it will not only affect the normal operation of the company's business, but also have a great impact on the company's operating performance. In order to lock in costs, reduce some exchange gains and losses and reduce financial expenses, the company plans to carry out forward foreign exchange settlement and sales business to reduce the impact of exchange rate fluctuations on the company's operating profit.
2、 Business type
The proposed business of the company is forward foreign exchange settlement and sales business, and the transaction currencies are US dollars and euros. 3、 Limit and validity of authorization
The company and its subsidiaries plan to carry out forward foreign exchange settlement and sales business with an amount not exceeding the equivalent of US $20 million in 2022, which can be recycled and used within the above limit. Within the above limit, the chairman or general manager is authorized to sign relevant agreements within the above limit, and the Finance Department of the company is responsible for the specific handling of forward foreign exchange settlement and sales business. According to the business situation of the company, the maximum delivery period shall not exceed 12 months.
4、 Principles for carrying out forward foreign exchange settlement business
The long-term foreign exchange settlement and sales business of the company and its subsidiaries is based on overseas exhibition service business, aiming at fixing the cost of foreign exchange exchange, stabilizing and preventing exchange rate risks, without speculation and foreign exchange transactions solely for profit.
5、 Risk analysis of long-term settlement and sale of foreign exchange and risk control measures taken by the company
(I) risk analysis of long-term settlement and sale of foreign exchange
The forward foreign exchange settlement and sales business can reduce the impact of exchange rate fluctuations on the company in case of large exchange rate fluctuations, but there may also be some risks:
1. Market risk: in case of significant deviation between the exchange rate trend and the expectation, the cost expenditure of the company after locking the exchange rate cost may exceed the cost expenditure when it is not locked, resulting in potential losses.
2. Operational risk: when the company carries out the above business, if the operators fail to report and approve according to the specified procedures, or fail to accurately, timely and completely perform the relevant business, it may lead to transaction loss or loss of trading opportunities;
3. Legal risk: when the company signs the long-term foreign exchange settlement and sales business agreement with the bank, it shall handle the business in strict accordance with the requirements of the agreement. At the same time, it shall pay attention to the company's capital position and other financial conditions to avoid the loss of the company caused by breach of contract.
(II) risk control measures taken by the company
1. Select the forward foreign exchange settlement and sales business with simple structure, strong liquidity and controllable risk, which can only be carried out within the authorized limit, and strictly control its transaction scale.
2. Formulate standardized business operation process and authorization management system, allocate full-time personnel, clarify post responsibilities, and engage in the above businesses within the scope of authorization; At the same time, strengthen the business training and professional ethics of relevant personnel, improve the quality of relevant personnel, and establish a timely reporting system of abnormal conditions to avoid the occurrence of operational risks to the greatest extent.
3. Strengthen the management of bank accounts and funds, and strictly enforce the approval procedures for fund prediction, allocation and use.
4. The company regularly supervises and inspects the standardization of forward foreign exchange settlement and sales business, the effectiveness of internal control mechanism and the authenticity of information disclosure.
6、 Description of special opinions
1. Opinions of the board of directors
After deliberation by the directors attending the meeting, the proposal on carrying out forward foreign exchange settlement and sales business was agreed. It is agreed that the company will carry out forward foreign exchange settlement and sales business in US dollars and euros. The company and its subsidiaries plan to carry out forward foreign exchange settlement and sales business with an amount not exceeding the equivalent of US $20 million in 2022, which can be recycled and used within the above limit.
2. Opinions of the board of supervisors
The company's forward foreign exchange settlement and sales business is carried out around the company's daily business, with the purpose of reducing the impact of exchange rate fluctuations on the company's profits. It is to meet the hedging needs of production and operation import and export business, rather than forward foreign exchange transactions purely for profit. This matter complies with the requirements of relevant laws and regulations, normative documents, articles of association and relevant systems, and the review procedure is legal and effective. Therefore, we agree to all matters concerning the company's forward foreign exchange settlement and sales business. 3. Opinions of independent directors
The company's forward foreign exchange settlement is carried out around the company's business. It is not a forward foreign exchange transaction solely for the purpose of profit. It is based on specific business, takes hedging as a means and aims to prevent exchange rate risk. There is no situation that damages 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 business with a total amount of no more than US $20 million.
4. Opinions of the sponsor
After verification, the sponsor believes that the long-term settlement and sales of foreign exchange business carried out by Millard is based on normal production and operation, based on the principle of stability, for the purpose of currency preservation and avoiding exchange rate risk, to avoid and prevent the adverse impact of exchange rate fluctuations on the company's operating performance and profits, and there is no damage to the interests of the company and minority shareholders, and there is no speculative profit. To sum up, the sponsor agreed to carry out the long-term foreign exchange settlement business in 2022.
7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 4th board of directors;
2. Resolutions of the 15th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
4. Sinolink Securities Co.Ltd(600109) verification opinions on Zhejiang Meorient Commerce & Exhibition Inc(300795) carrying out forward foreign exchange settlement business.
It is hereby announced!
Zhejiang Meorient Commerce & Exhibition Inc(300795) board of directors March 23, 2022
