Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022030
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement on the development of financial derivatives investment business by the company and its holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as "the company") held the 15th meeting of the 8th board of directors on April 15, 2022, deliberated and approved the proposal on the company and its holding subsidiaries to carry out financial derivatives investment business. In order to reduce the impact of exchange rate fluctuations on annual operating performance, it is agreed that the company and its holding subsidiaries carry out financial derivatives trading business within the range of net investment of no more than 500 million US dollars, including forward foreign exchange settlement and sales Foreign exchange swaps, foreign exchange options and interest rate swaps. Within the above authorization limit, submit to the general meeting of shareholders to authorize the chairman of the company to approve matters related to financial derivatives investment, and authorize the financial center of the company to go through specific procedures. The authorization period is from the date of deliberation and approval by the annual general meeting of shareholders of the company in 2021 to the date of holding the corresponding general meeting of shareholders of the next year.
1、 Purpose of financial derivatives investment
The company and its holding subsidiaries are involved in a large number of foreign currency businesses in the daily operation process, including the receipt and payment of foreign exchange funds under trade, capital income and expenditure caused by overseas investment, foreign currency financing risk exposure, etc., mainly in US dollars, euros, pounds sterling, etc. The company plans to use financial derivatives for exchange rate and interest rate risk management to reduce and prevent the impact of exchange rate and interest rate fluctuations on the company's annual operating performance.
2、 Types of financial derivatives investment
The financial derivatives investment business proposed by the company is closely related to daily operation and management, aiming to avoid and prevent exchange rate and interest rate risks. Specifically, it includes forward settlement and sale of foreign exchange, foreign exchange swap, foreign exchange option, interest rate swap and other hedging businesses.
3、 It is estimated that the trading scale of financial derivatives investment in 2022
According to the actual business needs, the company and its holding subsidiaries plan to use their own funds to carry out financial derivatives investment business. The net investment in 2022 is expected to be no more than US $500 million, which can be used in a rolling manner within the authorized amount.
4、 Preparation for financial derivatives investment
(I) the company has formulated the financial derivatives investment risk control and information disclosure system, which clearly stipulates the management process and risk control of financial derivatives investment, so as to effectively regulate the investment behavior of financial derivatives and control the investment risk of financial derivatives.
(II) the financial center of the company is specifically responsible for the investment of financial derivatives of the company. At the same time, regularly organize the professional knowledge training of relevant personnel, improve the professional quality of financial derivatives investment practitioners, and make the personnel involved in financial derivatives trading fully understand the characteristics and risks of financial derivatives to be traded.
5、 Risk analysis of financial derivatives investment
(I) market risk: the company carries out financial derivatives business related to its main business. When the international and Chinese economic situation changes, the corresponding market price fluctuations such as exchange rate and interest rate may have an impact on the company's financial derivatives transactions.
(II) liquidity risk: the company plans to invest in financial derivatives, which is based on the company's foreign exchange revenue and expenditure budget and matched with the actual foreign exchange revenue and expenditure, so as to ensure that there are sufficient funds for clearing at the time of delivery, or choose net delivery of financial derivatives, so as to reduce the cash flow demand on the maturity date.
(III) performance risk: the counterparties of the company's financial derivatives investment are banks with good credit and have established long-term business contacts with the company, and there is basically no performance risk.
(Ⅳ) other risks: in the course of business, if the operators fail to carry out the investment operation of financial derivatives according to the specified procedures or do not fully understand the information of financial derivatives, operational risks will be brought; If the terms of the transaction contract are not clear, it may face legal risks.
6、 Risk control measures taken by the company
(I) the company has formulated the financial derivatives investment risk control and information disclosure system, which clearly stipulates the risk control, review procedures, follow-up management and information disclosure of financial derivatives investment.
(II) the company will strictly control the type and scale of financial derivatives investment, do not invest in complex financial derivatives beyond the actual needs of operation, and do not engage in financial derivatives speculation.
(III) the legal compliance center of the company will regularly audit and supervise the risk control procedures to be followed in the investment of financial derivatives. By establishing an effective internal control system, regularly supervise and inspect the standardization of financial derivatives investment business, the effectiveness of internal control mechanism and the authenticity of information disclosure.
(IV) the company will regularly organize relevant personnel involved in financial derivatives investment business to carry out professional training, and continuously strengthen the professional ethics education of relevant personnel to improve their business level.
7、 Approval procedures to be performed within the company
The proposal on the development of financial derivatives investment business by the company and its holding subsidiaries has been deliberated and adopted at the 15th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors, and all independent directors of the company have expressed their independent opinions. According to the provisions of the articles of association, the authorized amount of this financial derivatives investment has exceeded 20% of the company's latest audited net assets. The proposal can be implemented only after being submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
8、 Accounting policies and subsequent disclosure of the company's financial derivatives transactions
(I) the company conducts corresponding accounting and disclosure of financial derivatives trading business in accordance with 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. 39 - fair value measurement and other relevant provisions and guidelines.
(II) if the company carries out financial derivatives transactions and meets the transaction disclosure standards, the company shall disclose them in time. (III) the company will disclose the information related to the financial derivatives transactions carried out in the regular report. 9、 Opinions of independent directors
After review, the independent directors believe that the company has formulated the internal control management system of financial derivatives investment in accordance with relevant laws and regulations. In view of the impact of foreign exchange rate fluctuations on the performance of equity holding companies and subsidiaries involved in the daily operation of financial derivatives, it is conducive to reduce the impact of foreign exchange rate fluctuations on the performance of equity holding companies. We believe that the financial derivatives investment business carried out by the company is closely related to the daily operation and management, the risk is controllable, complies with the relevant provisions of relevant laws and regulations, the review procedures are legal and compliant, and there is no situation that damages the interests of the company's shareholders. Agree to the business and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Shanying International Holdings Co.Ltd(600567) board of directors April 16, 2002
