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Verification opinions on carrying out foreign exchange hedging business
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as a sponsor of Jenkem Technology Co.Ltd(688356) (hereinafter referred to as " Jenkem Technology Co.Ltd(688356) " or "company") for initial public offering and listing on the science and innovation board, in accordance with the relevant provisions of relevant laws, regulations and normative documents such as the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation), The Prudential verification of Jenkem Technology Co.Ltd(688356) carrying out foreign exchange hedging business is carried out. The specific verification is as follows: I. the necessity of carrying out hedging business
The export business of the company and its subsidiaries is mainly settled in foreign currencies such as US dollars. Therefore, when the exchange rate fluctuates greatly, the exchange gains and losses will have a certain impact on the operating performance of the company. In order to effectively avoid the risks in the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company's operating performance, improve the use efficiency of foreign exchange funds and reasonably reduce financial expenses, the company plans to continue to use its own funds to carry out foreign exchange hedging business with banks in 2022. This business is based on normal production and operation, aims to avoid and prevent exchange rate risks, and does not carry out speculation and arbitrage transactions solely for the purpose of profit. 2、 Overview of hedging business to be carried out (I) business types
The foreign exchange hedging business to be carried out by the company includes forward foreign exchange settlement and sales business, foreign exchange swap business, interest rate swap business, foreign exchange option business and other foreign exchange derivatives business. (II) foreign currency
The currencies involved are the main settlement currencies used in the company's production and operation, including but not limited to US dollars. (III) source of funds
The company's investment in foreign exchange hedging business comes from its own funds and does not involve raised funds. (IV) business scale and term
The capital limit of the company's proposed foreign exchange hedging business shall not exceed US $30 million (the funds within the limit can be used on a rolling basis), and the validity period of the limit is 12 months from the date of deliberation and approval by the board of directors of the company. (V) authorization matters
The board of directors of the company authorizes the chairman of the company to examine and approve the daily foreign exchange hedging business plan and contracts related to foreign exchange hedging business, and agrees that the chairman of the board of directors shall, within the scope of the above authorization, delegate the chief financial officer or other relevant financial persons of the company to exercise the decision-making power of the business and sign agreements related to foreign exchange hedging business. 3、 Risk analysis of hedging business
The company's foreign exchange hedging business follows the principles of legality, prudence, safety and effectiveness, and does not engage in speculative and arbitrage trading operations, but there are still some risks in the operation of foreign exchange hedging business.
1. Market risk: due to the unpredictability of the changes in the economic situation outside China, it may cause significant fluctuations in the exchange rate, and the foreign exchange hedging business faces a certain market judgment risk;
2. Operational risk: the hedging business is highly professional and complex, and there is the possibility of accidental loss due to the defects of information system or internal control;
3. Default risk: for forward foreign exchange transactions, if the bank defaults during the contract period, the company cannot execute the foreign exchange contract at the agreed price, and there is a risk that the risk exposure cannot be effectively hedged. 4、 Risk control measures taken by the company
1. The company has formulated the management system of foreign exchange hedging business, which makes clear provisions on the basic principles, approval authority, management and internal operation process, information isolation, internal risk reporting system and risk handling procedures of the company's foreign exchange hedging business, so as to avoid the operational risks caused by imperfect system, inappropriate working procedures and other factors to the greatest extent;
2. The company's foreign exchange transactions are based on normal production and operation, rely on production and operation, take hedging as a means, take avoiding and preventing exchange rate risks as the purpose, and do not carry out speculation and arbitrage transactions solely for the purpose of profit;
3. The Finance Department of the company will select large commercial banks with legal qualifications and high credit rating within the authorized amount and validity period of the board of directors, and carefully select counterparties and hedging business;
4. The financial department of the company shall pay attention to the market information of hedging business at any time, track the changes of open market price or fair value of hedging business, timely evaluate the risk exposure of traded hedging business, and timely submit risk analysis report for the company's decision-making. 5、 Approval procedures to be performed
The 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors of the company considered and approved the proposal on carrying out foreign exchange hedging business. The board of directors agreed that the company and its holding subsidiaries carry out foreign exchange hedging business with their own funds with a total amount of no more than US $30 million (the funds within the limit can be used on a rolling basis), and the validity period of the limit is 12 months from the date of deliberation and approval by the board of directors of the company. 6、 Opinions of the board of supervisors and independent directors (I) opinions of the board of supervisors
The company's foreign exchange hedging business is mainly to prevent the adverse impact of exchange rate fluctuations and meet the needs of the company's business development. The company has established and improved effective approval procedures and risk control system, and implemented them in strict accordance with the system requirements. The relevant provisions of the company on hedging business do not harm the interests of listed companies and shareholders. In conclusion, the board of supervisors unanimously agreed that the company should carry out hedging business according to the actual operation. (II) opinions of independent directors
The independent directors agree that the company shall carry out foreign exchange hedging business, and the capital limit shall not exceed US $30 million (the capital within the limit can be used on a rolling basis). The validity period of the quota is 12 months from the date of deliberation and approval by the board of directors of the company. It is agreed to authorize the chairman of the company to approve the daily foreign exchange hedging business plan and contracts related to foreign exchange hedging business, and agree that the chairman of the company will delegate the chief financial officer or other relevant financial persons of the company to exercise the decision-making power of the business and sign agreements related to foreign exchange hedging business within the scope of the above authorization. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The purpose of the company's foreign exchange hedging business is to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control business risks, which is necessary to a certain extent; 2. The company has formulated the management system of foreign exchange hedging business and necessary risk control measures in accordance with the requirements of relevant laws and regulations;
3. The company's proposed foreign exchange hedging business has been deliberated and adopted at the 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors. The independent directors have issued clear consent opinions, performed necessary legal procedures and complied with the provisions of relevant laws and regulations.
In conclusion, the recommendation institution has no objection to the company's proposed foreign exchange hedging business.
The recommendation institution draws the company's attention: in the process of hedging business, it is necessary to strengthen the training and risk responsibility education of business personnel, implement specific risk control measures and accountability mechanism, put an end to profit-making speculation, and do not use the raised funds for hedging directly or indirectly.
The sponsor draws the attention of investors: Although the company has taken corresponding risk control measures for the hedging business, the inherent exchange rate abnormal fluctuation risk, performance risk, internal control risk, operational risk and legal risk of the hedging business may have an impact on the company's operating performance.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Jenkem Technology Co.Ltd(688356) carrying out foreign exchange hedging business)
Sponsor representative:
Zhou Qi Wang
Citic Securities Company Limited(600030) mm / DD / yyyy
