Securities code: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) securities abbreviation: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) Announcement No.: 2022013 Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Announcement on carrying out foreign exchange derivatives trading in 2022
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.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as "the company") deliberated and adopted the proposal on carrying out foreign exchange derivatives trading in 2022 at the 17th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors held on April 11, 2022, and agreed that the company and its subsidiaries within the scope of consolidated statements should carry out foreign exchange derivatives trading within the limit of no more than US $200 million (or equivalent foreign currency) according to the development of overseas business, The above quota is valid within 12 months after the approval of the board of directors and can be used circularly and rolling. The details are as follows:
1、 Basic information of this foreign exchange derivatives trading business
(I) transaction purpose
With the global business layout of the company and the rapid growth of overseas business, the foreign exchange assets and foreign exchange liabilities held by the company and its subsidiaries within the scope of consolidated statements have increased. In order to effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company and reasonably reduce financial expenses, the company and its subsidiaries within the scope of consolidated statements plan to continue to carry out foreign exchange derivatives trading business in 2022.
(II) types of trading business
In order to reduce the impact of exchange rate fluctuations on the company's operating performance, the company and its subsidiaries plan to carry out foreign exchange derivatives trading business for the purpose of hedging in combination with the actual business needs. The business types are not limited to foreign exchange derivatives trading varieties such as foreign exchange forward, foreign exchange swap, foreign exchange option, cross currency swap and cross interest rate swap.
(III) transaction limit and validity period of authorization
The company and its subsidiaries within the scope of consolidated statements intend to carry out foreign exchange derivatives business with a total amount of no more than US $200 million (or equivalent foreign currency), which shall be effective within 12 months from the date of approval by the board of directors of the company. The above quota can be recycled and rolled within the approval period. During the term of validity, the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, and the balance at any time point shall not exceed US $200 million (or equivalent foreign currency). If the duration of a single transaction exceeds the authorization period, the authorization period will be automatically extended to the termination of the transaction.
(IV) source of funds
The funds for the foreign exchange derivatives transactions to be carried out by the company come from the company's own funds, and there is no direct or indirect use of the raised funds to engage in this business.
(V) information disclosure
The company will disclose the company's foreign exchange derivatives transactions in accordance with the relevant requirements of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and disclose the relevant progress and implementation of the foreign exchange derivatives transactions in the regular report.
2、 Review procedure
This transaction does not constitute a connected transaction. In accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association, the management system of derivatives trading business and other relevant provisions, the amount of foreign exchange derivatives trading business to be carried out this time is within the amount deliberated by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Carry out risk analysis and risk control measures for foreign exchange derivatives trading business
(I) risk analysis
The company follows the principles of legality, prudence, safety and effectiveness in carrying out foreign exchange derivatives trading, and does not engage in speculative and arbitrage trading operations, but there are still certain risks in foreign exchange derivatives trading operations.
1. Market risk. The difference between the exchange rate and interest rate of foreign exchange derivatives trading contract and the actual exchange rate and interest rate on the maturity date will produce trading profits and losses; During the duration of foreign exchange derivatives, revaluation gains and losses will occur in each accounting period, and the cumulative value of revaluation gains and losses to the maturity date is equal to transaction gains and losses.
2. Liquidity risk. Based on the company's foreign exchange assets and liabilities, foreign exchange derivatives match the actual foreign exchange revenue and expenditure, so as to ensure that there are sufficient funds for clearing at the time of delivery, so as to reduce the demand for cash flow on the maturity date.
3. Performance risk. The counterparties of the company in foreign exchange derivatives transactions are all with good credit and have established relationship with the company
4. Other risks. When conducting transactions, if the operators fail to conduct foreign exchange derivatives transactions according to the specified procedures or fail to fully understand the derivatives information, operational risks will be brought; If the terms of the transaction contract are not clear, it may face legal risks.
(II) risk control measures
1. The foreign exchange derivatives transactions carried out by the company are aimed at locking in costs, avoiding and preventing exchange rate and interest rate risks, and any risk speculation is prohibited.
2. The company has formulated the financial derivatives trading business management system, which clearly defines the operating principles, approval authority, management and internal operation processes, information isolation measures, internal risk reporting system and risk handling procedures, information disclosure, etc. of the foreign exchange derivatives trading business, so as to control the trading risk.
3. The company will carefully review the contract terms signed with the bank and strictly implement the risk management system to prevent legal risks.
4. The Finance Department of the company will continue to track the changes in the open market price or fair value of foreign exchange derivatives, timely evaluate the changes in the risk exposure of foreign exchange derivatives transactions, timely report abnormal conditions to the management, prompt risks and implement emergency measures.
5. The internal audit department of the company shall regularly supervise and inspect the compliance of the decision-making, management and execution of foreign exchange derivatives transactions.
4、 Accounting principles for foreign exchange transactions and derivatives
According to the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 - hedge accounting, accounting standards for Business Enterprises No. 37 - presentation of financial instruments and other relevant provisions and guidelines, the company conducts corresponding accounting treatment for the proposed foreign exchange derivatives trading business, reflecting the relevant items of the balance sheet and income statement.
5、 Impact on the company
The company's foreign exchange derivatives trading business is based on normal production and operation, relies on specific business operations, aims to avoid and prevent exchange rate risks, and does not carry out speculation and arbitrage transactions. The company and its subsidiaries within the scope of the consolidated statements can effectively avoid the risks of the foreign exchange market and prevent the impact of large fluctuations in exchange rates on the company to a certain extent by carrying out appropriate foreign exchange derivatives trading business
In view of the certain risks in the development of foreign exchange derivatives trading business and the uncertain impact on the company, the company will timely perform the obligation of information disclosure in strict accordance with relevant regulations.
6、 Relevant review procedures and review opinions
(I) opinions of the board of directors
The company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business in 2022, which is conducive to preventing the adverse impact of large exchange rate fluctuations on the company and enhancing the company's financial stability. It is agreed that the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business within the limit of no more than US $200 million (or equivalent foreign currency). The above limit is effective within 12 months after the approval of the board of directors, It can be recycled and scrolled.
(II) opinions of independent directors
The company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business in order to effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company's production and operation, and help to enhance the company's financial stability. The company has established a corresponding risk control mechanism, which is conducive to strengthening transaction risk management. The deliberation procedure of the proposal complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, the company is approved to carry out the above foreign exchange derivatives trading business.
(III) opinions of the board of supervisors
After review, the board of supervisors believes that the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, which helps to avoid and prevent the risk of exchange rate fluctuations in the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company's production and operation. The company has formulated feasible risk control measures for the possible risks faced by foreign exchange derivatives transactions. The deliberation procedure of the transaction is legal and compliant, and there is no situation damaging the interests of the company and shareholders. Therefore, the company is approved to carry out foreign exchange derivatives trading business.
7、 Documents for future reference
1. Resolution of the 17th meeting of the 5th board of directors
2. Resolution of the 9th meeting of the 5th board of supervisors
3. The independent opinions of independent directors on relevant matters of the 17th meeting of the Fifth Board of directors are hereby announced.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) board of directors April 12, 2002
