Securities code: Pharmaron Beijing Co.Ltd(300759) securities abbreviation: Pharmaron Beijing Co.Ltd(300759) Announcement No.: 2022019 Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Announcement on the forecast of the trading quota of hedging products in 2022
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.
Important content tips:
1. Investment type: forward foreign exchange business, swap business, foreign exchange option and other hedging products trading business. The main foreign currency is USD. The risk level of such products is low.
2. Investment amount: according to the company’s export income, overseas business scale, overseas financing and the practices of Companies in the same industry, the company and its subsidiaries are expected to carry out hedging product transactions of US $800 million or other equivalent foreign currencies in 2022. The above trading quota can be recycled within the investment period.
3. Special risk warning: the company follows the principle of prudence. All hedging businesses are based on normal production and operation, based on specific business operations, and for the purpose of avoiding and preventing exchange rate risks. However, there are certain risks in hedging business. Please pay attention to the investment risks.
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the company”) held the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors on March 25, 2022, deliberated and adopted the proposal on the confirmation of hedging product transactions in 2021 and the estimation of hedging product transaction amount in 2022. In recent years, the exchange rate of US dollar and other foreign currencies against RMB fluctuates greatly, which has a certain impact on the company. In order to hedge the risk of exchange rate fluctuation of foreign currency against RMB, the company and its subsidiaries intend to continue to carry out hedging product transactions. The company has formulated the financial derivatives trading business management system, improved the relevant internal control system, and equipped professionals for hedging business. The company has taken practical risk control measures for hedging business. By carrying out foreign exchange hedging, the company can avoid the risk of foreign exchange market to a certain extent, prevent the adverse impact of large exchange rate fluctuations on the company, improve the efficiency of capital use and enhance financial stability.
1、 Basic information of hedging business
1. Investment purpose
In recent years, the exchange rate of US dollar and other foreign currencies against RMB fluctuates greatly, which has a certain impact on the company’s financial situation. In order to hedge the risk of exchange rate fluctuation of foreign currency against RMB, prevent the adverse impact of large exchange rate fluctuation on the company, improve the efficiency of capital use and enhance financial robustness, the company plans to continue to carry out foreign exchange hedging product transactions. 2. Investment amount
According to the company’s export revenue, overseas business scale, overseas financing and the practices of Companies in the same industry, the company and its subsidiaries are expected to carry out hedging product transactions of US $800 million or other equivalent foreign currencies in 2022. The above trading quota can be recycled within the investment period.
3. Investment mode
The business categories of the proposed investment products are: forward foreign exchange business, swap business, foreign exchange options and other hedging products trading business. The main foreign currency is USD. The risk level of such products is low.
4. Investment period
This investment is valid from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of the 2022 annual general meeting of shareholders. The general meeting of shareholders is requested to authorize the chairman of the company and his authorized representative to sign the relevant contracts for the above transactions. This item does not involve related party transactions.
5. Source of funds
The source of funds is the company’s own funds, and there is no direct or indirect use of A-share raised funds and bank loan funds to engage in this business.
2、 Review procedure
This proposal has been deliberated and adopted at the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors of the company. It still needs to be submitted to the general meeting of shareholders of the company for deliberation. It will come into force after being deliberated and approved by the general meeting of shareholders. The company and its subsidiaries have no relationship with financial institutions that provide hedging products.
When the hedging business actually occurs, according to the authorization of the general meeting of shareholders, the company and its subsidiaries and relevant financial institutions shall jointly negotiate and determine the transaction quantity, transaction amount, transaction contract term, performance guarantee, transaction leverage ratio, liquidity arrangement, liquidation and settlement principle, payment method, liability for breach of contract and other contents within the above limit, and sign relevant contracts. Relevant hedging business matters shall be subject to the officially signed documents.
3、 Investment risk analysis and risk control measures
1. Investment risk analysis
The company follows the principle of prudence. All hedging businesses are based on normal production and operation, rely on specific business operations, and aim to avoid and prevent exchange rate risks. However, there are certain risks in hedging business, mainly including:
(1) Market risk: when the trend of foreign exchange rate deviates from the judgment of the company, the cost of the company’s foreign exchange hedging business may exceed the expectation, resulting in the loss of the company;
(2) Liquidity risk: on the one hand, due to the imperfect and asymmetric market information of foreign exchange hedging business and the lack of deep secondary trading market, the liquidity of products in the market is insufficient; On the other hand, the foreign exchange hedging business market is a one-to-one personalized contract and due liquidation, which also breeds the risk of poor liquidity; (3) Credit 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) Operational 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;
(5) Legal risk: in the process of foreign exchange hedging business, the legal risk caused by the signing of contracts by the company.
2. Risk control measures
(1) The company has formulated the management system of financial derivatives trading business, 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 market risks, 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 reduce liquidity risk, the company tries to shorten the contract period and carry out foreign exchange hedging business for many times in a short time;
(4) In order to control credit risk, 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;
(5) In order to prevent operational 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 shall regularly audit the actual operation, capital use and profit and loss of foreign exchange hedging business, and check whether the transaction and information disclosure are implemented in accordance with relevant internal control systems;
(6) In order to prevent legal risks, the company will review the legal status and transaction qualification of counterparties to prevent legal risks in the process of signing contracts.
4、 Impact of investment on the company
In carrying out hedging business, the company and its subsidiaries can make full use of hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control operational risks. According to the relevant provisions and guidelines of the Ministry of finance, such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 – hedge accounting, accounting standards for Business Enterprises No. 37 – presentation of financial instruments, accounting standards for Business Enterprises No. 39 – fair value measurement, the company has carried out corresponding accounting treatment for the foreign exchange hedging business, Reflect relevant items in the balance sheet and income statement.
5、 Conclusion of the board of directors on the feasibility analysis of hedging business
The company and its subsidiaries carry out hedging business in order to make full use of hedging tools to reduce or avoid the exchange rate risk caused by exchange rate fluctuation, reduce exchange loss, avoid the risk of foreign exchange market, prevent the adverse impact of large exchange rate fluctuation on the company’s business, improve the efficiency of capital use, enhance financial stability and control operational risks. The company has formulated the financial derivatives trading business management system, improved the relevant internal control system, and equipped professionals for hedging business. The targeted risk control measures taken by the company are practical and feasible, and it is feasible to carry out hedging business.
6、 Opinions of the board of supervisors and independent directors
1. Opinions of the board of supervisors
The board of supervisors held that the purpose of the company’s foreign exchange hedging business is to make full use of foreign exchange hedging tools to effectively avoid and prevent the risks caused by exchange rate fluctuations, and the company has formulated the management system of financial derivatives trading business, improved relevant internal control systems, and taken targeted risk control measures, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the matter.
2. Opinions of independent directors
The hedging business carried out by the company is closely related to the daily business needs. The settlement currency between the company and its main customers is US dollar. When the exchange rate fluctuates greatly, the exchange gain and loss will have a certain impact on the company’s operating performance. It is reasonable for the company to carry out hedging business to avoid exchange rate and interest rate risks. The company has formulated the financial derivatives trading business management system, 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 standardize the hedging trading behavior and control the hedging trading risk. The actual amount of hedging product transactions of the company in 2021 is within the amount considered by the company, and the amount in 2022 is expected to be in line with the business development. The hedging transactions of the company are carried out in strict accordance with the relevant systems, and there is no damage to the interests of listed companies and shareholders. We agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
1. Verification opinions on special instructions for hedging product transactions in 2021
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.
2. Verification opinions on the expected transaction amount of hedging products in 2022
After verification, the recommendation institution believes that:
(1) On the premise of ensuring normal production and operation, it is necessary for the company to carry out foreign exchange hedging business, which is conducive to avoiding and preventing the adverse impact of exchange rate fluctuations on the company’s operation and controlling exchange rate risk;
(2) The company has formulated the financial derivatives trading business management system as the internal control and risk management system for foreign exchange hedging business in accordance with the requirements of relevant laws and regulations;
(3) . the company’s foreign exchange hedging business has been deliberated and approved at the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors, and the independent directors have expressed their consent. This matter needs to be submitted to the general meeting of shareholders for deliberation. The above matters have fulfilled the necessary deliberation procedures and comply with the provisions of relevant laws and regulations 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 listed companies on GEM, etc.
The recommendation institution draws the company’s attention: in the process of foreign exchange hedging business, it is necessary to strengthen the training and risk responsibility education of business personnel, implement specific risk control measures and responsibility investigation mechanism, and eliminate speculation aimed at profit.
The sponsor draws investors’ attention: Although the company has taken corresponding risk control measures for foreign exchange hedging business, the inherent exchange rate fluctuation risk of foreign exchange hedging business and the inherent limitations of internal control may have an impact on the company’s operating performance.
In conclusion, the recommendation institution agrees with the above matters of the company to carry out foreign exchange hedging business.
8、 Documents for future reference
1. Resolutions of the 18th meeting of the second board of directors;
2. Resolutions of the 14th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 18th meeting of the second board of directors;
4. Verification opinions of Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. on the hedging product transaction of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. in 2021;
5. Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the expected transaction amount of hedging products of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. in 2022;
6. Financial derivatives trading business management system;
7. Other documents required by Shenzhen Stock Exchange.
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. board of directors March 28, 2022
