Donghai Securities Co., Ltd
About Beijing Const Instruments Technology Inc(300445)
Verification opinions on carrying out foreign exchange hedging business
Donghai Securities Co., Ltd. (hereinafter referred to as "sponsor" or "Donghai securities") is the sponsor of Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as " Beijing Const Instruments Technology Inc(300445) " or "company") for non-public offering of shares, In accordance with the requirements of the guidelines on information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions, the matters of Beijing Const Instruments Technology Inc(300445) using its own funds to carry out foreign exchange hedging business have been verified. The details are as follows:
1、 Overview of foreign exchange hedging business
Due to the development needs of the import and export business of the company and its wholly-owned subsidiary additel Corporation, the payment for sales and procurement in the international market of the company is mainly settled in US dollars. In view of the increasing volatility of the foreign exchange market, in order to effectively avoid the risk of the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company's cost control and operating performance, and better safeguard the interests of the company and all shareholders, the company will carry out foreign exchange hedging business under the condition of ensuring the needs of daily working capital.
In accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the provisions of the articles of association and the management system of foreign exchange hedging business, the foreign exchange hedging business is implemented after being deliberated and approved by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of foreign exchange hedging
1. Currencies and business types involved: the company's foreign exchange hedging business is limited to the US dollar currency in which the actual business occurs. In order to meet the needs of production and operation, the foreign exchange hedging business carried out this time is handled in banks and other financial institutions for the purpose of avoiding and preventing exchange rate risks, including but not limited to forward foreign exchange settlement and sales, foreign exchange swaps, currency swaps, foreign exchange options and related portfolio products.
In addition to paying a certain proportion of deposit and option fee according to the agreement signed with the bank, the company does not need to invest other funds. The deposit will use the company's own funds and does not involve raised funds. The proportion of deposit and option fee paid shall be determined according to the specific agreements signed with different banks. Meanwhile, since the foreign exchange hedging business is closely related to the production and operation of the company, in order to improve work efficiency and handle relevant business in time, the chairman of the company is authorized to approve the daily foreign exchange hedging business plan and sign the contracts related to foreign exchange hedging business.
3. Counterparty: banks and other financial institutions.
4. Liquidity arrangement: all foreign exchange capital businesses correspond to normal and reasonable business background, match the collection and payment time, and will not affect the liquidity of the company.
3、 Risk analysis of foreign exchange hedging business
The company's foreign exchange hedging business follows the principle of prudence and does not carry out foreign exchange transactions for the purpose of speculation. All foreign exchange hedging businesses are based on normal production and operation, relying on specific business operations and aiming at 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. Collection and payment forecast risk: the company forecasts the collection and payment according to the sales order and purchase order. In the actual implementation process, the customer or supplier may adjust the order, resulting in inaccurate collection and payment forecast and delivery risk.
4、 Risk control measures taken by the company
1. In order to avoid the risk of sharp fluctuation of exchange rate, the company will strengthen the research and analysis of exchange rate, pay real-time attention to the changes of international market environment, timely adjust business strategy and avoid exchange loss to the greatest extent.
2. The company has formulated the management system of foreign exchange hedging business, established a strict and effective risk management system, and used the risk control measures before, during and after the event to prevent, discover and reduce various risks. The system meets the relevant requirements of the regulatory authorities, meets the needs of practical operation, and the risk control measures formulated are practical and effective.
3. In order to avoid internal control risks, the finance department and Audit Department of the company, as relevant responsible departments, have clear management positioning and responsibilities. Through hierarchical management, a supervision mechanism is formed, which fundamentally eliminates the risk of single person or separate department operation, and improves the response speed to risks before effectively controlling risks.
4. In order to control the risk of transaction default, the company only carries out foreign exchange hedging business with legally qualified large commercial banks and other financial institutions, and pays close attention to relevant policies and regulations at home and abroad to ensure the legitimacy of transaction management.
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 foreign currency receipt, deposit time or foreign currency payment time predicted by the company. The foreign currency amount of the transaction contract shall not exceed the predicted amount of foreign currency collection or foreign currency payment.
6. The company's internal control department will regularly review the actual operation, capital use and profit and loss of foreign exchange hedging business.
5、 Accounting policies and accounting principles
In accordance with the relevant provisions and guidelines of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 - hedging and accounting standards for Business Enterprises No. 37 - presentation of financial instruments issued by the Ministry of finance, the company conducts corresponding accounting treatment for the proposed foreign exchange hedging business, reflecting the relevant items of the balance sheet and income statement.
6、 Impact of foreign exchange hedging business on the company
At present, there is great uncertainty in global economic and trade relations and economic development trend, and the foreign exchange rate fluctuates greatly. Carrying out this business is conducive to the company to avoid the risk of exchange rate fluctuation and minimize the adverse impact of foreign currency exchange rate changes in 2022. This business is to meet the company's own actual business needs, in line with the company's overall interests and long-term development, and there is no damage to the interests of the company's shareholders.
7、 Review procedure
(I) resolutions of the board of directors
This foreign exchange hedging issue has been deliberated and adopted at the 13th meeting of the 5th board of directors held on March 23, 2022.
(II) opinions of the board of supervisors
This foreign exchange hedging issue has been deliberated and adopted at the 13th meeting of the 5th board of supervisors held by the company on March 23, 2022.
The company's foreign exchange hedging business is to avoid and prevent the risk of exchange rate fluctuation, which is necessary. It is feasible for the company to improve the internal control system according to the relevant risk control regulations. The company's foreign exchange hedging business is in line with the interests of the company and does not harm the interests of the company and all shareholders, especially minority shareholders. Therefore, the company is agreed to carry out foreign exchange hedging business.
(III) opinions of independent directors
The company's foreign exchange hedging business is based on normal production and operation and relying on specific business. The purpose is to avoid the risk of foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company. At the same time, the company has established the management system of foreign exchange hedging business, improved the relevant business approval process, and formulated reasonable accounting policies and specific accounting principles. The independent directors believe that the company's foreign exchange hedging business meets the needs of the company's business development, and has formulated the corresponding internal control system and risk management mechanism; The procedures for the board of directors to review the matter are legal and compliant, comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of shareholders of the company. Therefore, the company is approved to carry out foreign exchange hedging business.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's foreign exchange hedging business meets the needs of the company's development and normal business activities and does not harm the interests of the company and its shareholders Beijing Const Instruments Technology Inc(300445) the board of directors and the board of supervisors reviewed and approved the company's foreign exchange hedging business, and the independent directors expressed independent opinions on it. The recommendation institution has no objection to the company's foreign exchange hedging business.
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(there is no text on this page, which is the signature page of the verification opinions of Donghai Securities Co., Ltd. on Beijing Const Instruments Technology Inc(300445) carrying out foreign exchange hedging business) sponsor representative (signature):
Ma Yuanyuan, sun Dengcheng
Seal of Sponsor: Donghai Securities Co., Ltd. March 23, 2022
