Securities code: Hanwang Technology Co.Ltd(002362) securities abbreviation: Hanwang Technology Co.Ltd(002362) Announcement No.: 2022018 Hanwang Technology Co.Ltd(002362)
Announcement on carrying out currency swap transactions by holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Hanwang Technology Co.Ltd(002362) (hereinafter referred to as “the company”) deliberated and adopted the proposal on carrying out currency swap transactions by holding subsidiaries at the 10th meeting of the sixth board of directors held on March 31, 2022. The relevant matters are explained as follows:
1、 Overview of investment
1. Investment 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 and shopee and self operated shopping malls, forming the receipt and payment of foreign currency assets / liabilities and foreign exchange funds. In order to hedge the risk of exchange rate fluctuation and based on the low US dollar loan interest rate, Hanwang Youji plans to carry out currency swap transactions.
2. Counterparty
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 has no relationship with the company.
3. Investment method, capital source and investment amount
Hanwang Youji plans to sign a US dollar / RMB 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.
4. Investment term: the term of the agreement to be signed is from April 1, 2022 to January 4, 2023.
2、 Review procedure
This proposal has been deliberated and approved at the 10th meeting of the 6th board of directors of the company. This transaction does not involve related party transactions. Within the approval authority of the board of directors, it is not necessary to submit it to the general meeting of shareholders for deliberation. The board of directors of the company authorizes the management of the company to exercise the investment decision-making power, sign relevant contract documents, and authorize the management of the company to handle subsequent matters.
3、 Investment risk analysis and risk control measures
(I) risk analysis
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. Investors should pay attention to relevant risks.
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 control 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.
4、 Impact of investment 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.
5、 Opinions of independent directors
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.
6、 Verification opinions of the recommendation institution
After verification, the sponsor 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 related to the company’s foreign exchange revenue and expenditure, and aimed at 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.
7、 Documents for future reference
1. Resolutions of the 10th meeting of the 6th board of directors;
2. Special instructions and independent opinions of independent directors on matters related to the 10th meeting of the sixth board of directors;
3. China Galaxy Securities Co.Ltd(601881) verification opinions on currency swap transactions carried out by Hanwang Technology Co.Ltd(002362) holding subsidiaries.
It is hereby announced.
Hanwang Technology Co.Ltd(002362) board of directors April 2, 2022
