Securities code: Jiangsu Nanfang Bearing Co.Ltd(002553) securities abbreviation: Jiangsu Nanfang Bearing Co.Ltd(002553) Announcement No.: 2022019
Jiangsu Nanfang Bearing Co.Ltd(002553)
Announcement on carrying out financial derivatives trading
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.
Important content tips:
1. Investment type: forward, futures, swaps (swaps), options and other products provided by financial institutions or a combination of the above products. The corresponding underlying assets include interest rate, exchange rate, currency or a combination of the above assets.
2. Investment amount: the cumulative amount of financial derivatives transactions conducted by the company in a single time or within 12 consecutive months does not exceed (including) RMB 200 million or equivalent foreign currency amount, and the balance can be used in a rolling cycle.
3. Special risk warning: there are market risk, liquidity risk, operational risk, performance risk and legal risk in the investment process of this business. Please pay attention to the investment risk.
Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on April 11, 2022. The meeting deliberated and adopted the proposal on carrying out financial derivatives trading respectively. This transaction does not constitute a connected transaction. In accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s venture capital management system, the relevant information is hereby announced as follows:
1、 Overview of financial derivatives transactions
1. Investment purpose
With the development of the company’s international business, a large number of foreign currency businesses are involved in the daily operation process. When the exchange rate fluctuates greatly, the exchange gain and loss will bring some uncertainty to the company’s operating performance. In order to reduce the impact of exchange rate fluctuations on the company’s operation, avoid business risks, enhance the company’s financial stability, maintain a relatively stable profit level and focus on production and operation, the company plans to carry out exchange rate risk management financial derivatives trading business with relevant banks with its own funds at an appropriate time.
The financial derivatives transactions to be carried out by the company will follow the principles of legality, prudence, safety and effectiveness. All financial derivatives transactions are for the purpose of hedging, avoiding and preventing interest rate and exchange rate risks, will not affect the normal production and operation of the company, and will not carry out speculation and arbitrage transactions.
2. Investment amount: the company carries out financial derivatives trading business, with the maximum amount not exceeding (including) RMB 200 million or equivalent foreign currency amount, and the balance can be used for rolling and recycling.
3. Investment type: forward, futures, swaps (swaps), options and other products provided by financial institutions or a combination of the above products. The corresponding underlying assets include interest rate, exchange rate, currency or a combination of the above assets.
4. Counterparties: banks and other financial institutions with sound operation, good credit standing and qualification for financial derivatives trading business have no relationship with the company.
5. Investment term: the term of financial derivatives trading within the scope of investment quota authorized this time is to be recycled and used within 12 months from the date of approval by the general meeting of shareholders of the company.
6. Authorization: authorize the chairman of the company to approve the specific operation scheme of the company’s daily financial derivatives transactions and sign relevant agreements and documents within the above authorization limit and period.
7. Source of funds: the company’s funds for financial derivatives trading business are its own funds.
2、 Review procedure
On April 11, 2022, the 16th meeting of the 5th board of directors held by the company considered and adopted the proposal on carrying out financial derivatives trading with 9 affirmative votes, 0 negative votes and 0 abstention votes; The independent directors of the company expressed independent opinions on the proposal. At the 11th meeting of the 5th board of supervisors held on the same day, the company deliberated and adopted the proposal on carrying out financial derivatives trading with 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposed financial derivatives trading business does not involve related party transactions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Investment risk analysis
The company follows the principle of locking exchange rate and interest rate risk in carrying out financial derivatives transactions, and maintains the concept of risk neutrality; Speculative trading operations are not conducted, but there are still certain risks in financial derivatives trading:
1. Market risk: the financial derivatives trading business carried out by the company is mainly the hedging business related to the main business. There is a risk of loss caused by the price change of financial derivatives due to the difference between the underlying exchange rate and interest rate and the actual market exchange rate and interest rate on the maturity date; During the duration of financial derivatives, in the case of large exchange rate fluctuations, the derivative financial products operated by the company may bring large profits and losses from changes in fair value.
2. Liquidity risk. The risk that the transaction cannot be completed due to insufficient market liquidity.
3. Operational risk: financial derivatives trading business is highly professional and complex, which may bring operational risk caused by human error, system failure and control failure of trading or management personnel.
4. Performance risk. In carrying out financial derivatives business, there is a risk of default caused by failure to perform the contract upon expiration.
5. Legal risk: due to the change of relevant laws or the violation of relevant legal systems by counterparties, the contract may not be executed normally and bring losses to the company.
4、 Risk control measures for financial derivatives trading business
1. Clarify the trading principle: the financial derivatives trading carried out by the company aims to lock in costs, avoid and prevent exchange rate and interest rate risks, and prohibit any risk speculation; The trading quota of the company’s financial derivatives shall not exceed the authorized quota deliberated and approved by the board of directors or the general meeting of shareholders.
2. Counterparty Management: strictly screen counterparties, conduct derivatives transactions only with banks and other financial institutions with sound operation, good credit standing and qualification for financial derivatives trading business, and invite external professional investment and legal affairs services institutions to provide consulting services for the company’s financial derivatives trading and scientific and rigorous investment strategies and suggestions for the company when necessary.
3. Product selection: the company only deals in financial derivatives related to exchange rate and interest rate, and considers that the traded commodities need to be general and universal in the market, so as to ensure the smooth completion of delivery when each transaction expires. 4. The company shall perform the risk management system and report in a timely manner in accordance with the requirements of the company’s internal risk management system.
5. Supervision and inspection: independent directors and the board of supervisors have the right to supervise and inspect the derivative financial products purchased by the company, and can hire professional institutions to audit when necessary.
6. Regular disclosure: complete the information disclosure in strict accordance with the relevant regulations and requirements of Shenzhen Stock Exchange
5、 Impact of carrying out financial derivatives trading business on the company
1. The company’s financial derivatives trading business for the purpose of hedging is conducive to reducing the risk of changes in exchange rate and interest rate, improving capital use efficiency, improving financial stability and protecting the company’s equity interests.
2. The company carries out financial derivatives trading business within the above authorization limit and period, which will not affect the normal production and operation of the company.
3. In accordance with the relevant provisions and guidelines of 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, the company conducts corresponding accounting treatment for the financial derivatives trading business to be carried out, reflecting the relevant items of the balance sheet and income statement.
6、 Opinions of independent directors
After review, the independent directors believe that: the company’s financial derivatives trading business related to exchange rate risk management meets the needs of the company’s actual operation and can reduce the impact of exchange rate fluctuations on the company’s operating performance to a certain extent; In accordance with relevant laws and regulations, the company strictly performs the approval procedures, timely performs the obligation of information disclosure and the internal risk reporting system, which is conducive to controlling the transaction risk. The decision-making procedure of this financial derivatives trading business complies with relevant regulations, relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, does not affect the development of the company’s daily business, and is in line with the interests of the company and all shareholders. Therefore, we agree that the company shall carry out financial derivatives trading business within the approved limit.
At the same time, we will actively pay attention to the financial and cash flow status of subsequent companies in actual operation, ensure that this behavior will not affect the normal production and operation of the company, timely communicate with the audit department and Finance Department of the company, strengthen the risk research of financial derivatives trading business, and ensure the safety of funds and the stability of income.
7、 Opinions of the board of supervisors
The board of supervisors believes that the company’s financial derivatives trading business related to exchange rate risk management can effectively reduce the impact of exchange rate fluctuations on the company’s operation and maintain the company’s relatively stable profit level. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures are legal and compliant, The company is approved to carry out financial derivatives trading business with a maximum amount not exceeding (including) RMB 200 million or equivalent foreign currency. 8、 Documents for future reference
Resolutions of the 16th meeting of the 5th board of directors of the company;
Resolutions of the 11th meeting of the 5th board of supervisors of the company;
Independent directors’ independent opinions on relevant matters and other relevant matters considered at the 16th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Jiangsu Nanfang Bearing Co.Ltd(002553) board of directors
April 11, 2002
