Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Verification opinions on special instructions for hedging product transactions in 2021
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "recommendation institution") as
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as " Pharmaron Beijing Co.Ltd(300759) " or "the company")
A recommendation institution that makes an initial public offering of shares and is listed on the gem shall be listed on the Shenzhen Stock Exchange in accordance with the
Self regulatory guidelines No. 13 - recommendation business, Shenzhen Stock Exchange GEM Listing Rules
And Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies
According to the requirements of relevant laws, regulations and normative documents such as Pharmaron Beijing Co.Ltd(300759) 2021
The details of the transaction are as follows:
1、 Consideration of hedging product trading limit
The ninth meeting of the second board of directors held on March 26, 2021 and May 28, 2021
The 2020 annual general meeting of shareholders held on September 1 deliberated and adopted the decision on hedging product trading in 2020
Recognizing the proposal on the forecast of the transaction amount of hedging products in 2021, and agreeing that according to the company's export income
Overseas business scale, overseas financing and the practice of Companies in the same industry, and the advance payment of the company and its subsidiaries
In 2021, the trading volume of hedging products is US $700 million or other equivalent foreign currencies, and the source of funds is
The company has its own funds, and the above transaction limit can be recycled. The proposal has been reviewed since the 2020 annual general meeting of shareholders
The proposal will be valid until the date of the 2021 annual general meeting of shareholders.
2、 Transactions of hedging products
The trading capital of hedging products comes from its own funds
Case involved (if applicable) none
Directors considering hedging product transactions March 29, 2021
Disclosure date of the resolution of the board of directors (if any)
Shareholders considering hedging product transactions may 28, 2021
The General Assembly decided that the wind companies with positions in hedging products during the reporting period on the disclosure date (if any) should follow the principle of prudence and prudence in conducting foreign exchange hedging business, and should not conduct foreign exchange transactions for the purpose of speculation, The purpose of all foreign insurance analysis and control measures (including foreign exchange hedging business) is to avoid and prevent exchange rate risk. However, there will also be one but not limited to market risk, liquidity risk and fixed risk in foreign exchange hedging business, mainly including:
Credit risk, operational risk, legal risk 1. Exchange rate fluctuation risk: in case of significant deviation between the trend of foreign exchange rate and the judgment of the company, the cost of the company's Hedging Business (such as foreign exchange hedging) may exceed the expectation, resulting in the loss of the company.
2. Internal control risk: foreign exchange hedging business is highly professional and complex, which may cause losses in the process of handling foreign exchange hedging business due to staff operation errors, system failures and other reasons.
3. Transaction default risk: if the foreign exchange hedging counterparty defaults and fails to pay the company's foreign exchange hedging profit as agreed, the actual exchange loss of the company cannot be hedged, which will cause losses to the company.
Risk control measures:
1. The company has formulated the financial derivatives trading business management system, which clearly stipulates the operation regulations, business processes, confidentiality system, risk management and other aspects of foreign exchange hedging business.
2. In order to control 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 in the international and Chinese market environment, timely adjust the operation and business operation strategies, and avoid exchange losses to the greatest extent.
3. In order to prevent internal control risks, all foreign exchange transactions of the company are aimed at avoiding and preventing exchange rate risks. Speculation and arbitrage transactions are not allowed, and business operations are carried out in strict accordance with the provisions of the financial derivatives trading business management system, so as to effectively ensure the implementation of the system. The internal control and internal audit department of the company regularly audits the actual operation, capital use and profit and loss of foreign exchange hedging business, and whether the transaction and information disclosure are implemented in accordance with relevant internal control systems.
4. In order to control the risk of transaction default, the company only carries out foreign exchange hedging business with banks and other financial institutions with relevant business operation qualifications to ensure the legitimacy of the company's hedging product transaction management.
During the reporting period of invested hedging products, the company confirmed the trading profit and loss of hedging products during the reporting period: for the derivative financial assets that have been delivered due, the market price or the fair value of products changes, the cumulative loss of changes in fair value recognized in the reporting period is RMB 831161 million, the investment income recognized is RMB 906161 million, and the fair price of hedging products is RMB 10000, The total amount included in operating income and financial expenses written off is about RMB 404929 million; The value analysis shall disclose the specific derivative financial assets that have not been delivered by the party, which are included in other comprehensive income of about RMB 150921 million in the reporting period. Method and relevant assumptions and parameters of the company's hedging products in the reporting period
The accounting policies and specific accounting principles are the same as that of the company. Since January 1, 2021, the company has started to carry out major accounting and report presentation for the qualified hedging business according to the requirements of hedging accounting in the previous reporting period.
Description of changes
3、 Implementation of internal control system
The company has formulated the internal control management system, which shall be formulated in the process of internal control management
Understand and check the relevant situation of hedging product transactions. Take effective measures to strengthen investment decision-making and investment
Implementation and risk control to prevent and control investment risks.
The company has formulated the financial derivatives trading business management system, which has the right to approve the foreign exchange hedging business
Make clear provisions in terms of limits, operating regulations, business processes, risk management, etc. At the same time, the company is equipped with professionals
The staff shall carry out hedging product transaction management, financial management and risk control construction. Be cautious when engaging in financial derivatives business
Focus on the selection of large domestic and foreign commercial banks with better strength to carry out foreign exchange hedging business, and closely track the relevant issues
Laws and regulations to avoid possible legal risks.
After careful verification, the board of Directors believes that the trading of hedging products of the company strictly complies with the relevant provisions of the articles of association and the management system of financial derivatives trading business, and there is no violation of laws, regulations and normative documents. It is reasonable for the company to carry out hedging business to avoid exchange rate and interest rate risks. It is carried out on the basis of full investigation, demonstration and risk analysis. It will not affect the development of the company's main business and will not damage the interests of the company and shareholders. During the reporting period, the company had no securities investment business.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company has formulated the management system for financial derivatives trading business, which has been deliberated and approved by the board of directors, and the relevant businesses have performed the corresponding decision-making procedures, which can effectively regulate the trading behavior of hedging products and control the trading risk of hedging products. The actual amount of the company's hedging products in 2021 is within the amount considered by the company. The company conducts business operations in strict accordance with relevant systems, and there is no damage to the interests of listed companies and shareholders.
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(there is no text on this page, which is the signature and seal page of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the verification opinions of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. on the special instructions for hedging product transactions in 2021) recommendation representative:
Cui Hongjun
Zheng Rui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. March 25, 2022
