Securities code: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) securities abbreviation: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Announcement No.: 2022017 Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on carrying out foreign exchange forward settlement and sale business
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law. Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”) held the 42nd meeting of the second board of directors and the 29th meeting of the second board of supervisors on March 30, 2022, deliberated and adopted the proposal on carrying out foreign exchange forward settlement and sales business, and agreed that the company (including subsidiaries, the same below) should carry out foreign exchange forward settlement and sales business within 12 months from the date of deliberation and adoption of this board of directors, Foreign exchange hedging business with a total amount of no more than US $50 million. The relevant information is hereby announced as follows:
1、 Purpose of carrying out forward foreign exchange settlement and sales business
The company has overseas procurement and overseas sales, and the settlement currency is mainly USD. In order to effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company’s operating performance and improve the efficiency of the use of foreign exchange funds, the company plans to carry out foreign exchange forward settlement and sales business with banks.
Foreign exchange forward settlement and sales business is a foreign exchange hedging financial product approved by the people’s Bank of China. The transaction principle is to sign the foreign exchange forward settlement and sales contract with the bank to agree on the foreign exchange currency, amount, exchange rate and time limit for the settlement or sales of foreign exchange in the future. When the foreign exchange income or expenditure occurs on the due date, the foreign exchange settlement or sales business will be handled according to the currency, amount and exchange rate agreed in the forward settlement and sales contract, so as to lock in the cost of foreign exchange settlement and sales in the current period.
2、 Foreign exchange forward settlement and sale varieties
The forward foreign exchange settlement and sales business to be carried out by the company is limited to the settlement currency used in the company’s production and operation.
3、 Business period and business scale
After deliberation and approval at the 42nd meeting of the second board of directors, the management of the company is authorized to carry out foreign exchange forward settlement and sales business and sign relevant contract documents within 12 months from the date of adoption of the board of directors. The cumulative amount of foreign currency involved in the forward settlement and sales of foreign exchange shall not exceed US $50 million. At the same time, the Finance Department of the company is authorized to be responsible for handling relevant matters within the above period and limit.
4、 Feasibility analysis of carrying out foreign exchange forward settlement and sales business
The company has overseas procurement and overseas sales. Therefore, when the exchange rate fluctuates greatly, the exchange profit and loss will have a great impact on the company’s operating performance. The company’s foreign exchange forward settlement and sales business with banks is considered from the perspective of locking the cost of foreign exchange settlement and sales, which can reduce the impact of exchange rate fluctuations on the company’s production and operation, enable the company to maintain a relatively stable profit level, meet the needs of the company’s future operation and development, the risk is controllable, and there is no damage to the interests of the company and minority shareholders.
5、 Risk of foreign exchange forward settlement and sale and risk control measures
(I) risk of foreign exchange forward settlement and sale
The company’s foreign exchange forward settlement and sales business follows the principle of locking exchange rate risk and hedging, and does not carry out speculative and arbitrage trading operations. Carrying out foreign exchange forward settlement and sales operations can reduce the impact of exchange rate fluctuations on the company’s performance and enable the company to focus on production and operation. In case of large exchange rate fluctuations, the company can still maintain a stable profit level, but there are still some risks in foreign exchange forward settlement and sales:
1. Exchange rate fluctuation risk: in the case of large changes in the exchange rate market, the bank’s forward foreign exchange settlement and sales quotation may be lower than the company’s quotation exchange rate to customers, so that the company cannot lock according to the exchange rate quoted to customers, resulting in exchange losses.
2. Internal control risk: forward foreign exchange settlement and sales transactions are highly professional and complex, which may cause risks due to imperfect internal control system.
3. Customer default risk: the customer’s accounts receivable are overdue, and the loan cannot be recovered within the predicted collection period, which will cause the delay of forward foreign exchange settlement and delivery, resulting in the loss of the company.
4. Collection forecast risk: the relevant business departments of the company make collection forecast according to customer orders and expected orders. In the actual implementation process, customers may adjust their orders and forecasts, resulting in inaccurate collection forecast of the company, resulting in the risk of delayed delivery of forward foreign exchange settlement.
(II) risk control measures
1. The company has formulated the management system of foreign exchange hedging business, which stipulates that the company’s foreign exchange hedging business is based on normal production and operation, based on specific business operations, for the purpose of avoiding and preventing exchange rate risks, and shall not affect the company’s normal production and operation, and shall not engage in foreign exchange transactions for the purpose of speculation. The foreign exchange hedging business management system has made clear provisions on the company’s hedging amount, approval authority, internal audit process, responsible departments and responsible persons, information isolation measures, internal risk report and risk treatment procedures. The system meets the relevant requirements of the regulatory authorities, meets the needs of practical operation, and its risk control measures are practical and feasible.
2. In order to prevent the delayed delivery of forward foreign exchange settlement and sales, the company attaches great importance to the management of accounts receivable, actively collects accounts receivable, avoids the overdue phenomenon of accounts receivable, and reduces the risk of customer default and default.
3. The company’s forward foreign exchange settlement and sales transactions must be based on the company’s export business income, and the foreign currency amount of the forward foreign exchange settlement and sales contract shall not exceed the prudent prediction of foreign currency receipt (payment).
6、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the company’s long-term foreign exchange settlement and sales business is based on normal operation. The purpose is to avoid the risks of the foreign exchange market, prevent the adverse impact of large-scale exchange rate fluctuations on the company, and meet the needs of the company’s business development. At the same time, the company has formulated the corresponding foreign exchange hedging business management system and improved the relevant business approval process. The procedures of the board of directors of the company to review the matter are legal and compliant, comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of listed companies and shareholders.
In conclusion, the independent directors of the company agree that the company will carry out foreign exchange forward settlement and sales business with the bank with a total amount of no more than US $50 million within 12 months from the date of deliberation and approval of the board of directors, and the funds within the limit can be used on a rolling basis.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company carries out foreign exchange forward settlement and sales business mainly to reduce the adverse impact of large foreign exchange fluctuations on the company and stabilize overseas earnings. The company has formulated corresponding business management system, established and improved effective approval procedures and risk control system, and relevant decision-making procedures and approval processes comply with the provisions of relevant laws and regulations, without damaging the interests of listed companies and shareholders.
Therefore, the board of supervisors agreed that the company should carry out foreign exchange forward settlement and sales business with the bank with a total amount of no more than US $50 million according to the actual business needs, and the funds within the limit can be used on a rolling basis.
(III) opinions of the recommendation institution
After verification, the sponsor believes that the company’s plan to carry out foreign exchange forward settlement and sales business has been deliberated and approved at the 42nd meeting of the second board of directors and the 29th meeting of the second board of supervisors. The independent directors of the company have expressed clear consent to the above matters, which is in line with the provisions of relevant laws and regulations and has performed necessary legal procedures.
According to relevant regulations and actual conditions, the company has formulated the management system of foreign exchange hedging business, formed a relatively perfect internal control system for foreign exchange forward settlement and sales business, and formulated practical risk response measures, so that the relevant risks can be effectively controlled. The company’s foreign exchange forward settlement and sales business meets the needs of the company’s actual operation and can reduce the impact of exchange rate fluctuations on the company’s performance to a certain extent. In conclusion, the recommendation institution has no objection to the company’s business of foreign exchange forward settlement and sales this time.
7、 Online announcement attachment
(I) independent opinions of independent directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on relevant matters of the 42nd meeting of the second board of directors
(II) opinions of China International Capital Corporation Limited(601995) on the verification of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on the business of foreign exchange forward settlement and sales.
It is hereby announced.
Board of directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
March 31, 2022
