Securities code: Sihui Fuji Electronics Technology Co.Ltd(300852) securities abbreviation: Sihui Fuji Electronics Technology Co.Ltd(300852) Announcement No.: 2022019
Sihui Fuji Electronics Technology Co.Ltd(300852)
Special report on the trading of foreign exchange derivatives of the company in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsity
Records, misleading statements or material omissions.
According to the requirements of self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling and other relevant provisions, the board of directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as “the company”) has verified the company’s investment in foreign exchange derivatives in 2021, and the relevant information is described as follows:
1、 Review and approval of foreign exchange derivatives investment
Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as “the company” or ” Sihui Fuji Electronics Technology Co.Ltd(300852) “) held the 21st Meeting of the first board of directors on February 2, 2021, deliberated and adopted the proposal on carrying out forward foreign exchange settlement business. In order to effectively avoid the risks in the foreign exchange market and prevent the exchange losses caused to the company by large exchange rate fluctuations, it is agreed that the company and its holding subsidiaries shall, according to the needs of business development, Use its own funds to carry out forward foreign exchange settlement business with a total amount not exceeding the equivalent of RMB 100 million. The business period shall be valid within 12 months from the date of deliberation and approval by the board of directors.
2、 Details of foreign exchange derivatives investment in 2021
During the reporting period, there was no delivery failure or extension of the company, and there was no outstanding derivative investment at the end of the period. The company confirmed the profit and loss of foreign exchange derivatives investment in the reporting period. During the reporting period, the investment income was recognized as 161700 yuan, with a total income of 161700 yuan. The fair value calculation was determined based on the forward foreign exchange rate. 3、 Implementation of internal control system
The company has formulated the management system of long-term foreign exchange settlement business, which clearly stipulates the operation principles, approval authority, business management, internal operation process, risk control and risk handling procedures, information disclosure, etc. of long-term foreign exchange settlement business, and effectively standardizes the behavior of long-term foreign exchange settlement business. In 2021, the company strictly followed the requirements of relevant regulations, regularly checked the signing and implementation of transaction contracts, controlled transaction risks, and did not violate the provisions of laws, regulations and normative documents.
4、 Special opinions on foreign exchange derivatives investment
1. Independent opinions of independent directors
The independent directors expressed their independent opinions and believed that the company’s long-term foreign exchange settlement business in 2021 was based on normal production and operation, supported by specific business operations, and aimed at fixing the cost of foreign exchange, stabilizing and expanding exports and preventing exchange rate risks. There was no speculative operation, which was in line with the actual business development needs of the company. The company has complied with the relevant management systems and risk response measures formulated for the long-term foreign exchange settlement business, fulfilled the corresponding approval procedures, and has not violated relevant laws, regulations, rules and regulations, or damaged the interests of the company and all shareholders.
2. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s foreign exchange derivatives investment in 2021 did not violate the provisions of relevant laws, regulations and normative documents, such as the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and complied with the provisions of the articles of association, and the decision-making procedures were legal and compliant.
5、 Documents for future reference
1. Resolutions of the seventh meeting of the second board of directors;
3. Opinions of independent directors on matters related to the seventh meeting of the second board of directors of the company;
4. Verification opinions of Minsheng Securities Co., Ltd. on the trading of foreign exchange derivatives in Sihui Fuji Electronics Technology Co.Ltd(300852) 2021.
It is hereby announced.
Sihui Fuji Electronics Technology Co.Ltd(300852) board of directors March 25, 2022
Independent directors’ comments on the seventh meeting of the second board of directors
Opinions of independent directors on relevant matters
In accordance with the provisions of relevant laws, regulations and rules, such as the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the Sihui Fuji Electronics Technology Co.Ltd(300852) articles of association and the working rules for Sihui Fuji Electronics Technology Co.Ltd(300852) independent directors, we are the independent directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as the “company”), Based on the principle of being responsible to all shareholders and the company, based on objective and independent judgment and adhering to a scientific and rigorous working attitude, the company carefully checked the relevant matters of the seventh meeting of the second board of directors, and expressed the following independent opinions:
1、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reviewing the 2021 internal control self evaluation report, communicating with the company’s management and relevant departments, and consulting the relevant internal control management system of the company, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the establishment, implementation and actual operation of the company’s internal control system.
We agree to submit the 2021 internal control self evaluation report prepared by the company.
2、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions of the articles of association and the external guarantee management system, after verification, based on objective and independent judgment, we express the following independent opinions on the occupation of funds by the controlling shareholders and other related parties and the external guarantee of the company during the reporting period:
(1) During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties; There is no illegal occupation of the company’s funds by controlling shareholders and other related parties in previous years and accumulated to December 31, 2021.
(2) As of the end of the period, there is no situation that any legal person, controlling shareholder or other related party actually provides the report.
3、 Independent opinions on 2021 profit distribution plan
After careful review of the proposal on the profit distribution plan for 2021, the independent directors believe that the company’s performance growth in 2021 is stable. The profit distribution plan proposed by the company comprehensively considers the current capital stock scale, business development needs, profitability and capital needs of the company, matches the performance growth of the company, takes into account the reasonable needs of shareholders’ return, and allows all shareholders to share the operating results of the company’s growth.
The profit distribution plan of the company complies with the relevant provisions of the company law, the articles of association and other laws and regulations, has legitimacy, compliance and rationality, and does not damage the legitimate rights and interests of the company or shareholders.
We agree with the company’s proposal on the profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After carefully reviewing the special report on the deposit and actual use of raised funds in 2021, the independent directors believe that the management and use of the company’s raised funds comply with the relevant provisions on the use and management of raised funds in relevant laws and regulations such as the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company’s raised funds management system, and the content is true, accurate and complete, which can reflect the deposit and actual use of raised funds in 2021 The actual situation of use does not harm the interests of the company and shareholders.
We agree with the special report on the deposit and actual use of raised funds in 2021 prepared by the company. 5、 Independent opinions on the remuneration plan of the company’s directors, supervisors and senior managers in 2022
After verification, we believe that the remuneration plan for directors, supervisors and senior managers of the company in 2022 is carried out in strict accordance with the relevant systems of the company and formulated in combination with the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm of directors, supervisors and senior managers, strengthening the sense of diligence and responsibility of directors, supervisors and senior managers, and conducive to the long-term development of the company.
We agree to the remuneration plan of the company’s directors, supervisors and senior managers in 2022 and submit this proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal that the company and its subsidiaries are expected to apply to the bank for comprehensive credit line in 2022 and the company provides guarantee for the subsidiary’s application for comprehensive credit line
After verification, we believe that the company and its subsidiaries apply for comprehensive credit from the bank and the company provides guarantee for the comprehensive credit line applied for by the subsidiary is to meet the actual needs of the company’s daily operation and the working capital of the subsidiary, contribute to the development of the subsidiary, the guarantee risk is controllable, the deliberation and voting procedures of the board of directors comply with the relevant provisions of laws, regulations and the articles of association, and will not affect the sustainable operation ability of the company, There is no situation that damages the interests of the company and shareholders.
We agree to the implementation of the company and its subsidiaries applying for comprehensive credit line from the bank and the guarantee provided by the company for its subsidiaries applying for comprehensive credit line.
7、 Independent opinions on the proposal of using idle self owned funds for entrusted financial management
After verification, we believe that the company and its subsidiaries intend to use idle self owned funds for entrusted financial management, have fulfilled the necessary examination and approval procedures, and comply with the relevant provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules. At present, the company is in good operation and stable financial condition. Under the condition of ensuring the capital demand of daily operation, effectively controlling investment risk and capital safety, the company and its subsidiaries agree to use idle self owned funds with a total amount of no more than 350 million yuan for entrusted financial management, which will help to improve the efficiency of capital use, increase the company’s income and shareholder return, and will not damage all shareholders of the company Especially the interests of minority shareholders.
We agree that the company will use idle self owned funds to implement the entrusted financial management proposal.
8、 Independent opinions on the special report on the trading of foreign exchange derivatives of the company in 2021
After verification, we believe that the long-term foreign exchange settlement business carried out by the company in 2021 is based on normal production and operation, relying on specific business operations, aiming at fixing foreign exchange exchange costs, stabilizing and expanding exports and preventing exchange rate risks. There is no speculative operation, which meets the needs of the company’s actual operation and development. The company complied with the relevant management systems and risk response measures formulated for the long-term foreign exchange settlement business. There was no violation of relevant laws, regulations and rules during the reporting period, and there was no damage to the interests of the company and all shareholders.
We agree with the special report on foreign exchange derivatives transactions in 2021 prepared by the company.
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