Securities code: Ledman Optoelectronic Co.Ltd(300162) securities abbreviation: Ledman Optoelectronic Co.Ltd(300162) Announcement No.: 2022015 Ledman Optoelectronic Co.Ltd(300162)
Announcement on carrying out foreign exchange hedging business
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as " Ledman Optoelectronic Co.Ltd(300162) " or "the company") deliberated and adopted the proposal on developing foreign exchange hedging business at the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors held on April 11, 2022, and agreed that the company and its subsidiaries use their own funds to carry out foreign exchange hedging business transactions with a total amount of no more than 350 million yuan (or equivalent in other currencies), This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Purpose of foreign exchange hedging business
The export business of the company and its subsidiaries accounts for a large proportion, and foreign currencies such as US dollar and euro are mainly used for settlement. Therefore, when the exchange rate fluctuates greatly, the exchange profit and loss will have a certain impact on the operating performance of the company. In order to effectively manage the exchange rate risk of foreign currency assets, liabilities and cash flows, enhance financial stability and reduce the impact of market fluctuations on the company's operations and profits and losses, the company and its subsidiaries intend to cooperate with banks and other financial institutions with relevant business operation qualifications, and will appropriately carry out foreign exchange hedging business according to specific conditions after deliberation and approval. The company's foreign exchange hedging business is based on normal production and operation, relying on specific business operations, for the purpose of avoiding and preventing exchange rate risks, and does not engage in speculative and arbitrage trading operations.
2、 Basic information of foreign exchange hedging business
1. It mainly involves currency and business types
The currency of the foreign exchange hedging business to be carried out by the company and its subsidiaries is limited to the main settlement currencies used in production and operation, including US dollars, euros, Hong Kong dollars, etc. Hedging business includes but is not limited to forward settlement and sales of foreign exchange, foreign exchange swaps, foreign exchange options and other foreign exchange derivatives.
2. Business scale and capital source
According to the company's asset scale and business demand, the amount of foreign exchange hedging business proposed by the company and its subsidiaries shall not exceed 350 million yuan (or equivalent in other currencies). All sources of funds are self owned funds. 3. Authorization and duration
In view of the close relationship between foreign exchange hedging business and the business operation of the company, the board of directors of the company plans to authorize the chairman of the board of directors to organize the establishment of a foreign exchange hedging business leading group to exercise the management responsibilities of foreign exchange hedging business, and the chairman of the board of directors is responsible for signing relevant agreements and documents. The authorization period starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the next annual general meeting of shareholders. Within the scope of the authorization limit, the funds can be recycled and used. If the duration of a single transaction exceeds the authorization period, the authorization period will be automatically extended to the termination of the single transaction.
4. Counterparty
Banks and other financial institutions with foreign exchange hedging business qualification.
5. Liquidity arrangements
All foreign exchange capital businesses correspond to normal and reasonable business background, match the collection and payment time, and will not affect the liquidity of the company.
3、 Necessity and feasibility of carrying out foreign exchange hedging business
The company's overseas market business occupies an important position in the company's business development. At present, the international foreign exchange market fluctuates violently, the exchange rate and interest rate fluctuate, and there is a certain exchange rate risk. Therefore, carrying out foreign exchange hedging business, strengthening the company's exchange rate risk management and reducing the exchange rate risk exposure of enterprises in the foreign currency economic environment have become the urgent and internal needs of enterprises for stable operation. Based on this, in order to reduce or avoid the exchange rate risk caused by exchange rate fluctuation, reduce exchange loss and control operational risk, it is necessary for the company to appropriately carry out foreign exchange hedging business according to specific conditions.
The company has formulated the foreign exchange hedging management system, defined the relevant implementation departments and principals, and improved the internal operation process. The targeted risk control measures taken by the company are practical and do not harm the interests of the company and all shareholders. It is feasible to carry out foreign exchange hedging business.
4、 Risk analysis of foreign exchange hedging business
The company's foreign exchange hedging business follows the principles of legality, prudence, safety and effectiveness, and does not conduct foreign exchange transactions for the purpose of speculation. All foreign exchange hedging business is based on normal production and operation, based on specific business operations, and aimed at avoiding and preventing exchange rate risks. Foreign exchange hedging business can reduce the impact of exchange rate fluctuations on the company in case of significant exchange rate fluctuations. At the same time, foreign exchange hedging business will also have certain risks, mainly including:
1. Exchange rate fluctuation risk: in the case of large changes in the exchange rate, the quotation of the bank's exchange rate for settlement and sale of foreign exchange may be quite different from the expected quotation exchange rate of the company, so that the company cannot lock according to the quotation exchange rate, resulting in exchange losses.
2. Internal control risk: foreign exchange hedging business is highly professional and complex, which may cause risks due to imperfect internal control system.
3. Transaction default risk: if the foreign exchange hedging counterparty defaults and fails to pay the hedging profit of the company as agreed, the actual exchange loss of the company cannot be hedged, which will cause the loss of the company.
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.
5、 Risk control measures taken by the company
1. System control: the company has formulated the foreign exchange hedging management system, established a strict and effective risk management system, and used the risk control measures before, during and after the event to prevent, discover and reduce various risks. The system meets the relevant requirements of the regulatory authorities, meets the needs of practical operation, and the risk control measures formulated are practical and effective.
2. Flexible adjustment: pay close attention to the dynamic changes of the international foreign exchange market, strengthen the research and analysis of the exchange rate, and timely adjust the foreign exchange hedging strategy in case of major changes in the foreign exchange market to avoid exchange losses to the greatest extent.
3. Amount and time control: the company strictly forbids foreign exchange hedging beyond the normal business scale, and strictly controls the amount of foreign exchange funds and the time of foreign exchange settlement and sales to ensure that the amount and time of foreign exchange collection match the locked amount and time. At the same time, strengthen the management of accounts receivable to avoid overdue accounts receivable.
4. Counterparty selection: the company carefully selects the counterparty engaged in foreign exchange hedging business, and only carries out foreign exchange hedging business with banks and other financial institutions with legal qualifications with stable operation and good credit.
5. Department monitoring: the finance department and the audit and supervision department regularly or irregularly supervise and review the actual capital situation, transaction process and accounting of business operation, and report the review.
6、 Accounting policies and accounting principles
In accordance with the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 - hedging, accounting standards for Business Enterprises No. 37 - presentation of financial instruments and other relevant provisions and guidelines of the Ministry of finance, the company will conduct corresponding accounting and disclosure of the proposed foreign exchange hedging business.
7、 Opinions of the board of directors
The second meeting of the 5th board of directors of the company deliberated and approved the proposal on developing foreign exchange hedging business. The board of Directors believes that the company's foreign exchange hedging business is based on normal production and operation and based on specific business operations, which can effectively avoid the risks of the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company's performance. We unanimously agree that the company and its subsidiaries use their own funds to carry out foreign exchange hedging business with an accumulated amount of no more than 350 million yuan (or equivalent in other currencies), and agree to submit this proposal to the general meeting of shareholders for deliberation.
8、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company's foreign exchange hedging business is conducive to meeting the needs of normal operation and business, further improving the ability to deal with foreign exchange fluctuation risks, better avoiding and preventing exchange rate fluctuation risks, and enhancing financial stability. The company has formulated the foreign exchange hedging management system and improved the approval process of relevant businesses. It is feasible for the company to carry out foreign exchange hedging business, the risk is controllable, there is no harm to the interests of investors, and it complies with the relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange. We agree that the company and its subsidiaries carry out foreign exchange hedging business, and agree to submit this proposal to the general meeting of shareholders for deliberation.
9、 Opinions of independent directors
After review, the independent directors of the company believe that: we believe that the relevant approval procedures for the company to carry out foreign exchange hedging business comply with relevant laws, regulations and the relevant provisions of the articles of Association; The company has formulated the foreign exchange hedging management system, which has formulated specific operating procedures for the company's hedging business by strengthening internal control, implementing risk prevention measures, improving operation and management level; Foreign exchange hedging business is based on normal production and operation, relying on specific business operations, with the purpose of avoiding and preventing exchange rate risks. There is no situation that damages the interests of shareholders, especially small and medium-sized shareholders. We agree that the company and its subsidiaries carry out foreign exchange hedging business and agree to submit this proposal to the general meeting of shareholders for deliberation.
10、 Documents for future reference
1. Resolutions of the second meeting of the 5th board of directors of the company;
2. Resolutions of the second meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the second meeting of the Fifth Board of directors.
It is hereby announced.
Ledman Optoelectronic Co.Ltd(300162) board of directors
April 11, 2022
