Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022040
Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement on the foreign exchange hedging business carried out by the company and its subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company"), the board of directors deliberated and passed the proposal on the company and its subsidiaries to carry out foreign exchange hedging business on April 7, 2022, and approved the company and its subsidiaries to carry out foreign exchange hedging business. The specific announcement is as follows:
1、 The company and its subsidiaries intend to use their own funds to carry out foreign exchange hedging business
(I) development purpose
In recent years, the foreign currency settlement amount of the company's export business is large. When the exchange rate fluctuates sharply, the exchange profit and loss will have a certain impact on the company's operating performance. In order to effectively prevent the risks brought by the foreign exchange market, improve the company's ability to deal with foreign exchange fluctuation risks, better avoid and prevent the exchange rate risks faced by the company, prevent the adverse impact of large exchange rate fluctuations on the company, improve the use efficiency of foreign exchange funds and enhance the company's financial stability, the company and its subsidiaries plan to carry out foreign exchange hedging business.
(II) business scale
According to the business scale and actual demand of the company, the company and its subsidiaries carry out foreign exchange hedging business with a total amount of no more than 2 billion yuan or equivalent foreign currency within the authorization period. Within the above limit, the funds can be used in a rolling manner within 12 months.
(III) main business types
The foreign exchange hedging transactions carried out by the company refer to the foreign exchange hedging business conducted in financial institutions to avoid and prevent exchange rate or interest rate risks in order to meet the needs of the company's normal production and operation, including but not limited to forward foreign exchange settlement and sales, foreign exchange swaps, foreign exchange swaps, foreign exchange futures, foreign exchange options, interest rate swaps, interest rate options and other financial derivatives. The basic assets of foreign exchange hedging business include exchange rate, interest rate, currency, commodity and other objects; Either physical delivery or cash price difference settlement can be adopted; Either margin or guarantee can be used for leveraged transactions, or unsecured and unsecured credit transactions can be used.
(IV) duration of foreign exchange hedging business
The term of authorization for foreign exchange hedging business shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. (V) source of funds
The foreign exchange hedging business carried out by the subsidiary and its own funds.
(VI) implementation mode
The board of directors of the company authorizes the general manager 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 general manager shall, within the scope of the above authorization, delegate the relevant person in charge of finance of the company, the general manager and relevant person in charge of finance of subsidiaries to exercise the decision-making power of this business, sign agreements related to foreign exchange hedging business and other relevant matters.
(VII) counterparty of foreign exchange hedging business
Banks and other financial institutions with legal business qualifications.
2、 Investment risk and risk control measures
(I) risk analysis
1. Exchange rate fluctuation risk: in case of significant deviation between the exchange rate trend and the direction of exchange rate fluctuation judged by the company, the cost incurred by the company after locking the exchange rate may exceed the cost incurred when it is not locked, resulting in losses to the company.
2. Internal control risk: foreign exchange hedging business is highly professional and complex, which may cause business risks due to imperfect internal control mechanism.
3. Performance risk: foreign exchange hedging business has the risk of default caused by failure to perform the contract upon expiration.
4. Legal risk: due to the change of relevant laws and regulations or the counterparty's violation of relevant laws and regulations, the contract may not be executed normally and bring losses to the company.
(II) risk control measures
1. The company has formulated the management system of foreign exchange hedging business, which has made clear provisions on the operation regulations, approval authority, internal operation process, information confidentiality and isolation measures, internal risk reporting system and risk handling procedures, information disclosure, etc. of the company's foreign exchange hedging business. The system meets the relevant requirements of regulatory authorities, meets the needs of actual operation, and the developed risk control measures are practical and effective;
2. In order to avoid the loss caused by the sharp fluctuation of exchange rate, the company will strengthen the research and analysis of exchange rate, pay real-time attention to the changes of international market environment, and adjust strategies in time to avoid exchange loss to the greatest extent;
3. The company's foreign exchange transactions are conducted by means of hedging, for the purpose of avoiding and preventing exchange rate risks, and do not conduct foreign exchange transactions solely for the purpose of profit;
4. The Audit Department of the company will supervise and inspect the compliance of decision-making, management and implementation of foreign exchange hedging business, and review the use of funds and profit and loss;
5. In order to control the risk of transaction default, the company only carries out foreign exchange hedging business with legally qualified large banks and other financial institutions.
3、 Impact on the company
The foreign exchange hedging business carried out by the company is closely related to the company's business. Based on the company's foreign exchange assets, liabilities and foreign exchange revenue and expenditure business, it can further improve the company's ability to deal with the risk of foreign exchange fluctuation, better avoid and prevent the risk of foreign exchange rate and interest rate fluctuation faced by the company, and enhance the company's financial stability. The company will conduct corresponding accounting and disclosure of hedging business in accordance with relevant provisions and guidelines such as accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 - hedging and accounting standards for Business Enterprises No. 37 - presentation of financial instruments.
4、 Independent opinions of independent directors
The independent directors issued independent opinions on the foreign exchange hedging business carried out by the company and its subsidiaries, and believed that: the company and its subsidiaries carry out hedging business in combination with the actual business conditions, follow the hedging principles and do not take speculation as the purpose, which is conducive to avoiding and preventing the adverse impact of large exchange rate fluctuations on the company's financial expenses and overall operation, and controlling foreign exchange risks. The feasibility analysis report issued by the company's management on hedging business complies with the provisions of laws and regulations and the company's business development needs, and is feasible. Hedging is carried out under the principle of legality and prudence, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries carry out hedging business.
5、 Documents for future reference 1 Resolutions of the 11th meeting of the 7th board of directors; 2. Independent opinions on relevant matters of the 11th meeting of the seventh board of directors. It is hereby announced.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors April 11, 2022
