Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680)
Verification opinions on carrying out financial derivatives business
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as a sponsor of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ” or “company”) non-public offering of shares in 2020, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, we have carried out prudent verification on Shantui Construction Machinery Co.Ltd(000680) carrying out financial derivatives business, and issued this verification opinion, The specific verification is as follows:
1、 Overview of financial derivatives business
In order to realize the steady operation of the company and its holding subsidiaries, meet the needs of the company and its holding subsidiaries for daily operation and use of foreign currency settlement business, avoid the risk of foreign exchange market and reduce the cost of foreign exchange settlement, the proposal on developing financial derivatives business was deliberated and adopted at the 15th meeting of the 10th board of directors of the company on March 28, 2022 with 7 votes in favor, 0 votes against and 0 abstentions, The company is approved to carry out financial derivatives business with a total amount of no more than 1 billion yuan for the purpose of risk prevention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the chairman of the board of directors to exercise decision-making power within the scope and validity of the quota and sign relevant contracts and documents. The financial management department of the company is responsible for the specific operation and management of derivatives trading business.
2、 Main terms of the proposed financial derivatives business
1. Contract term: one to two years.
2. Counterparties: state-owned banks, joint-stock banks listed in China or foreign banks listed overseas.
3. Liquidity arrangement: all financial derivatives businesses correspond to normal and reasonable import and export business background, match the collection and payment time of import and export, and will not have a serious impact on the company’s liquidity.
4. Other terms: the financial derivatives business to be carried out by the company adopts full delivery or differential delivery.
3、 Necessity of financial derivatives investment
With the continuous development of the company’s international business and the further deepening of the internationalization process, the company’s overseas revenue continues to grow. In recent years, the exchange rate of the US dollar against the RMB has been in a state of appreciation, and the two-way fluctuation trend during the period is significant, which has affected the operation of the company to a certain extent. In order to avoid risks and prevent the adverse effects of exchange rate fluctuations on the company’s production and operation and product cost control, the company needs to carry out financial derivatives business to avoid foreign exchange risks.
4、 Preparation of the company for financial derivatives business
1. The company has formulated the internal control system of derivative investment of the company, which clearly stipulates the risk control and review procedures of the company’s financial derivative transactions, so as to effectively regulate the investment behavior of financial derivatives and control the investment risk of financial derivatives.
2. The company has established an investment working group, which is specifically responsible for the company’s financial derivatives investment. The investment working group shall formulate the investment plan of financial derivatives and implement it within the scope authorized by the board of directors or the general meeting of shareholders.
3. The members of the company’s investment working group have fully understood the characteristics and potential risks of financial derivatives investment, and strictly implemented the business operation and risk management system of financial derivatives investment.
4. The company has formulated the accounting method of relevant financial derivatives investment.
5、 Risk analysis of financial derivatives investment
The company regularly discloses the risks of relevant financial derivatives, including but not limited to market risks, liquidity risks, credit risks, operational risks, legal risks and their corresponding contingent losses, risk assessment methods, etc. The investment risk of financial derivatives mainly comes from the investment loss caused by the change of market exchange rate and the locked exchange rate, as well as the performance risk caused by the non performance of counterparties. The above risks will be disclosed in the transaction process, and the investment working group and expert team will formulate relevant preventive measures and strategies for the above risks to reduce and transfer the risks.
6、 Risk control measures
1. Before the company carries out financial derivatives business, the financial management department of the company or a consulting agency shall be responsible for assessing the business risk of derivatives, analyzing the feasibility and necessity of the business, and reporting the emergencies and changes in risk assessment in time.
2. Before investing in financial derivatives, the company shall establish an investment working group, which shall be equipped with professionals such as investment decision-making, business operation and risk control.
3. The board of directors of the company shall examine and approve the investment of financial derivatives within the authority specified in the articles of association, and the investment of financial derivatives beyond the specified authority shall be submitted to the general meeting of shareholders for deliberation. The management of the company is responsible for the operation of financial derivatives investment business within the scope of authorization of the resolutions of the board of directors and the general meeting of shareholders. Within the maximum amount approved by the general meeting of shareholders or the board of directors, the management of the company shall determine the specific amount and time.
4. The Legal Affairs Department of the company is responsible for reviewing the terms of contracts and relevant texts of financial derivatives business and analyzing the legal risks involved.
5. The company shall strictly control the type and scale of financial derivatives business, shall not invest in complex financial derivatives beyond the actual needs of operation, and shall not engage in financial derivatives speculation under the pretext of hedging.
7、 Fair value analysis and accounting
Financial derivatives are initially recognized at fair value and subsequently remeasured at fair value. The fair value of financial derivatives is calculated according to the market quotation. If the market quotation cannot be obtained, it shall be determined by valuation methods (such as discounted cash flow model).
The accounting of financial derivatives is carried out in full accordance with the accounting methods formulated by the company. The investment working group and the financial management department regularly modify and supplement the relevant accounting according to the relevant laws and regulations that change from time to time.
8、 Review procedure
(I) deliberations of the board of directors
On March 28, 2022, the 15th meeting of the 10th board of directors of the company considered and approved the proposal on developing financial derivatives business, and agreed that the company should carry out financial derivatives business with a total amount of no more than 1 billion yuan for the purpose of risk prevention.
(II) opinions of independent directors
The company’s financial derivatives business for the purpose of risk prevention is closely related to the company’s daily operation and complies with the provisions of relevant laws and regulations. The company has established the company’s internal control system for derivatives investment, strengthened risk management and control, and agreed to carry out the above financial derivatives business.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Shantui Construction Machinery Co.Ltd(000680) carrying out financial derivatives business has been deliberated and approved at the 15th meeting of the 10th board of directors of the company, and the independent directors have expressed their consent. As of the date of issuance of this verification opinion, the necessary deliberation procedures have been performed. The company’s financial derivatives business complies with the provisions of relevant laws and regulations. At the same time, the company has formulated relevant business processes and risk control measures to protect the interests of all shareholders of the company. The recommendation institution has no objection to the company’s financial derivatives business.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on Shantui Construction Machinery Co.Ltd(000680) carrying out financial derivatives business) sponsor representative:
Yin Guangjie, Lu Wei
Zhongtai Securities Co.Ltd(600918) March 28, 2022
