China Galaxy Securities Co.Ltd(601881)
Verification opinions on currency swap transactions carried out by Hanwang Technology Co.Ltd(002362) holding subsidiaries
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "the sponsor") as the sponsor of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as " Hanwang Technology Co.Ltd(002362) " and "the company") for this non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws In accordance with the provisions of laws, regulations and normative documents, the currency swap transactions carried out by Hanwang Technology Co.Ltd(002362) holding subsidiaries have been carefully verified. The specific verification conditions are as follows:
1、 Overview of currency swap business
(I) transaction purpose
Shenzhen Hanwang Youji Technology Co., Ltd. (hereinafter referred to as "Hanwang Youji"), the holding subsidiary of the company, mainly sells digital painting products to the world through mainstream online platforms such as Amazon, eBay, Walmart, aliexpress, shopee and self operated shopping malls, forming foreign currency assets / liabilities and the receipt and payment of foreign exchange funds. In order to hedge the risk of exchange rate fluctuation and based on the lower US dollar loan interest rate, Hanwang Youji plans to carry out USD / RMB currency swap transaction with DBS Bank (China) Co., Ltd. (hereinafter referred to as "DBS Bank").
(II) basic information of counterparties
Name: DBS Bank (China) Co., Ltd
Registered capital: 8 billion yuan
DBS Bank Singapore Limited is a wholly-owned subsidiary of DBS Bank Group Limited.
Credit rating: according to the 2020 annual report and public information of DBS Bank, it has obtained AA -, Aa1 credit rating, abundant capital and strong performance ability.
DBS Bank (China) Co., Ltd. has no relationship with the company.
Hanwang Youji plans to sign a currency swap agreement with DBS Bank to replace its RMB credit loan with the equivalent US dollar loan of DBS Bank. On the future delivery date, DBS Bank will deliver the RMB loan principal and corresponding interest to Hanwang Youji, and Hanwang Youji will deliver the US dollar loan principal and corresponding interest to DBS Bank. This transaction does not involve increasing the credit line.
The capital source of this transaction is the 30 million yuan credit loan obtained by hanwangyou based on Bank Of China Limited(601988) with the loan interest rate of 4.35% / year. After signing the US dollar / RMB currency swap agreement, the principal of the RMB loan is converted into the US dollar loan principal according to the spot exchange rate of US dollar to RMB determined by hanwangyouji and DBS Bank (if calculated according to 6.3, it is about US $4761900), The interest rate of USD loan shall not be higher than 2.85% / year. (IV) term of agreement to be signed
April 1, 2022 - January 4, 2023
2、 Risk analysis and risk control measures of currency swap business
(I) possible risks
1. Foreign exchange rate risk
The change of relevant exchange rate may change the value of this transaction, which may have a certain impact on the profit and loss of the company.
2. Credit risk and liquidity risk
This transaction constitutes the contractual obligation of the company from the transaction date to the expiration date or termination date. Without the prior consent of the bank or otherwise agreed in the transaction terms, the company shall not terminate, cancel, terminate or modify this transaction in advance. At the same time, this transaction faces the risk that DBS bank cannot perform its payment obligations under this transaction.
(II) risk response measures
The company's internal control systems such as the measures for the administration of foreign investment have made necessary provisions on the principle, scope, authority and internal audit process of the company's venture capital. The company will earnestly implement the relevant internal control systems and strictly abide by the approval procedures for fund allocation and use. The audit committee of the company has the right to review the progress of the transaction, the independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
The company will closely monitor the fluctuation of the foreign exchange market. Because the company's export-oriented business accounts for a large proportion, when the market changes adversely, the company will actively allocate foreign exchange reserve resources and take effective measures to minimize risks.
3、 Impact of currency swap business on the company
The amount involved in this transaction is low and will not affect the normal operation of the company; The transaction can avoid the impact of exchange rate fluctuations on the company's business to a certain extent, and is conducive to improving the company's ability to effectively manage foreign currency assets and liabilities. The company will recognize and measure the transaction in accordance with the accounting standards.
4、 Review procedures and special opinions
(I) deliberations of the board of directors
The company held the 10th meeting of the 6th board of directors on March 31, 2022, deliberated and approved the proposal on currency swap transactions by holding subsidiaries, and agreed to carry out currency swap transactions by Hanwang Youji, the holding subsidiary of the company.
(II) opinions of independent directors
The independent director of the company believes that: "after verification, the amount involved in this transaction is low and will not affect the normal operation of the company. The transaction can avoid the impact of exchange rate fluctuations on the company's business to a certain extent, which is conducive to improving the company's ability to effectively manage foreign currency assets and liabilities. The company has formulated relevant management systems, and relevant deliberation and voting procedures comply with relevant laws and regulations and the articles of association There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree that the above holding subsidiaries carry out currency swap transactions. "
Therefore, the independent directors of the company unanimously agreed that Hanwang Youji, the holding subsidiary of the company, should carry out currency swap transactions.
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
Hanwang Technology Co.Ltd(002362) holding subsidiary Hanwang Youji currency swap transactions are carried out around the company's daily business needs, closely linked with the company's foreign exchange revenue and expenditure, with the purpose of hedging the risk of exchange rate fluctuations. The company manages the transaction in accordance with the internal control system such as the measures for the administration of foreign investment, and has issued a feasibility analysis report on the proposed currency swap business. The above matters have been deliberated and approved at the 10th meeting of the sixth board of directors of the company. The independent directors of the company have issued clear consent opinions and fulfilled the necessary approval procedures, Comply with relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange - standardized operation of listed companies on the main board, and the provisions of the articles of association.
Therefore, the sponsor agreed to carry out currency swap transactions with Hanwang Youji, the holding subsidiary of the company.
(no text below)
(there is no text on this page, which is the signature and seal page of China Galaxy Securities Co.Ltd(601881) verification opinions on Hanwang Technology Co.Ltd(002362) holding subsidiary carrying out currency swap transaction)
Sponsor representative:
Wang Fei, Li Jincai
China Galaxy Securities Co.Ltd(601881) mm / DD / yyyy
