Donghai Securities Co., Ltd
About Beijing Const Instruments Technology Inc(300445)
Verification opinions on Securities and derivatives investment in 2021
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, According to the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 13 - recommendation business, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 1 - business handling According to the requirements of relevant regulations, the investment in Securities and derivatives in Beijing Const Instruments Technology Inc(300445) 2021 was checked, and the details are as follows:
1、 Review and approval of securities and derivatives investment
On April 15, 2021, the company held the 7th Meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and approved the proposal on developing foreign exchange hedging business, agreed that the company and banks and other financial institutions should carry out foreign exchange hedging business with a total amount of no more than US $25 million, and authorized the chairman of the company to approve the daily foreign exchange hedging business. Within the service life and limit, the funds can be recycled.
On September 29, 2021, the company held the 10th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the scale of foreign exchange hedging business, and agreed that the total amount of foreign exchange hedging business carried out by the company with banks and other financial institutions should be adjusted to no more than 35 million US dollars. Except for the above adjustment, other terms of foreign exchange hedging business carried out by the company remain unchanged.
2、 Details of foreign exchange hedging business in 2021
Handling bank currency amount (10000) start date maturity date
Shishan sub branch / 2021 500 / 2024 /
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 500. Zoje Resources Investment Co.Ltd(002021) / 5 / 242021 / 10 / 26
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 500. Zoje Resources Investment Co.Ltd(002021) / 6 / 232021 / 12 / 31
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 200. Zoje Resources Investment Co.Ltd(002021) / 6 / 102021 / 12 / 15
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 260. Zoje Resources Investment Co.Ltd(002021) / 6 / 232022 / 6 / 27
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 250. Zoje Resources Investment Co.Ltd(002021) / 7 / 9 2022 / 7 / 13
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 60. Zoje Resources Investment Co.Ltd(002021) / 8 / 102022 / 8 / 12
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 130. Zoje Resources Investment Co.Ltd(002021) / 9 / 102022 / 9 / 14
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 100. Zoje Resources Investment Co.Ltd(002021) / 10 / 152022 / 10 / 19
Bank Of Ningbo Co.Ltd(002142) Shijingshan sub branch USD 100. Zoje Resources Investment Co.Ltd(002021) / 11 / 8 2022 / 11 / 10
China Citic Bank Corporation Limited(601998) overpass sub branch USD 400. Zoje Resources Investment Co.Ltd(002021) / 12 / 6 2022 / 12 / 6
China Citic Bank Corporation Limited(601998) overpass sub branch USD 500. Zoje Resources Investment Co.Ltd(002021) / 12 / 6 2022 / 12 / 6
The total amount of the above purchases does not exceed the amount approved by the board of directors.
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、 Independent opinions of independent directors
According to the relevant regulations of Shenzhen Stock Exchange, Beijing Const Instruments Technology Inc(300445) independent directors carefully checked the company's investment in Securities and derivatives in 2021. It is verified that the company did not make securities investment in 2021 and only carried out foreign exchange hedging business. The company's funds for foreign exchange hedging come from the company's own funds, which has not affected the development of the company's main business. The company carries out relevant businesses in strict accordance with relevant laws and regulations and the articles of association, and has established a sound organization, business operation process, approval process and foreign exchange hedging business management system for the conduct of foreign exchange hedging business. There is no violation of relevant laws, regulations, rules and regulations, and there is no damage to the interests of the company and shareholders.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's securities and derivatives investment has not violated the provisions of relevant laws, regulations and normative documents, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and complies with the provisions of the articles of association, and the decision-making procedures are legal and compliant.
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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 Securities and derivatives investment in Beijing Const Instruments Technology Inc(300445) 2021) sponsor representative (signature):
Ma Yuanyuan, sun Dengcheng
Seal of Sponsor: Donghai Securities Co., Ltd. March 23, 2022
