Securities code: Zhongji Innolight Co.Ltd(300308) securities abbreviation: Zhongji Innolight Co.Ltd(300308) Announcement No.: 2022051 Zhongji Innolight Co.Ltd(300308)
Announcement on continuing foreign exchange hedging business
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.
Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) held the 25th meeting of the 4th board of directors on April 21, 2022, deliberated and approved the proposal on continuing to carry out foreign exchange hedging business, and agreed that the company and its wholly-owned (holding) subsidiaries, subsidiaries and subsidiaries within the scope of consolidated statements, on the premise of ensuring normal production and operation, Carry out foreign exchange hedging business with banks and other financial institutions with a total amount of no more than RMB 2 million (or equivalent foreign currency), and authorize the president of the company to approve daily foreign exchange hedging business. Within the service life and limit, the funds can be recycled.
In accordance with relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, the articles of association and the management system of foreign exchange hedging business, the above foreign exchange hedging business matters are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Purpose of continuing foreign exchange hedging business
The company and its wholly-owned (holding) subsidiaries, subsidiaries and their subordinate branches have a large number of import and export businesses of purchasing from overseas raw material suppliers and selling products to overseas customers. The payment for import and export business is mainly settled in US dollars and euros. In view of the increasing volatility of the foreign exchange market, in order to effectively prevent the uncertain impact of exchange rate fluctuations on the company’s operating performance and better safeguard the interests of the company and all shareholders, the company and its wholly-owned (holding) subsidiaries, subsidiaries and subsidiaries within the scope of consolidated statements plan to carry out foreign exchange hedging business with banks and other financial institutions to actively deal with the risk of foreign exchange rate fluctuations.
2、 Basic information of foreign exchange hedging business to be carried out
1. Currencies and business types mainly involved
The company and its wholly-owned (holding) subsidiaries, subsidiaries and their subordinate branches within the scope of consolidated statements. In order to meet the needs of production and operation, the foreign exchange hedging business carried out this time is handled in banks and other financial institutions for the purpose of avoiding and preventing exchange rate risks, including but not limited to forward foreign exchange settlement and sales, foreign exchange swaps, currency swaps, foreign exchange options and related portfolio products.
2. Business scale and source of investment
According to the asset scale and business demand of the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subordinate branches within the scope of consolidated statements, the total amount of foreign exchange hedging business to be carried out shall not exceed RMB 2 million (or equivalent foreign currency). Within the above quota and authorization period, the funds can be recycled. The funds proposed to carry out foreign exchange hedging business are the company’s own funds and do not involve raised funds.
3. Term and authorization
The period of validity from the date of deliberation of the annual general meeting of shareholders to the next following year. Within the period authorized by the board of directors, the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subsidiaries within the scope of consolidated statements may carry out foreign exchange hedging business with banks and other financial institutions. Since the foreign exchange hedging business is closely related to the company’s operation, the board of directors of the company authorizes the president to approve the relevant agreements and documents of daily foreign exchange hedging business within the specified amount and time limit.
4. Counterparty
Banks and other financial institutions.
3、 Risk analysis of foreign exchange hedging business
The company and its wholly-owned (holding) subsidiaries, subsidiaries and subsidiaries within the scope of consolidated statements shall follow the principle of prudence in carrying out foreign exchange hedging business, and shall not carry out foreign exchange transactions for the purpose of speculation. All foreign exchange hedging businesses are based on normal production and operation, relying on specific business operations, and aiming at avoiding and preventing exchange rate risks. However, foreign exchange hedging business also has certain risks:
1. Exchange rate fluctuation risk
When the foreign exchange rate fluctuates greatly and the direction of exchange rate fluctuation is inconsistent with the direction of foreign exchange hedging contract, exchange loss will be caused; If the exchange rate fluctuates in the future, a large deviation from the foreign exchange hedging contract will also cause exchange losses.
2. Internal control risk
Foreign exchange hedging business is highly professional and complex, which may cause risks due to imperfect internal control mechanism.
3. Transaction default risk
If the foreign exchange hedging counterparty defaults and fails to pay the hedging profit of the company as agreed, so it is unable to hedge the actual exchange loss of the company, which will cause the loss of the company.
4. Collection and payment forecast risk
The company makes collection and payment forecasts according to sales orders and purchase orders. In the actual implementation process, customers or suppliers may adjust orders, resulting in inaccurate collection and payment forecasts and delivery risks.
4、 Risk control measures taken by the company
1. In order to avoid the risk of sharp fluctuation of exchange rate, the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subsidiaries within the scope of consolidated statements will strengthen the research and analysis of exchange rate, pay real-time attention to the changes of international market environment, adjust business strategies in time and avoid exchange loss to the greatest extent;
2. The company has formulated the management system of foreign exchange hedging business, which clearly stipulates the operation regulations, approval authority, information confidentiality and risk handling procedures of foreign exchange hedging business;
3. In order to avoid internal control risks, the company’s financial department is responsible for the unified management of the company’s foreign exchange hedging business. All foreign exchange transactions are based on normal production and operation and based on specific business operations. Speculation and arbitrage transactions are not allowed;
4. The Audit Department of the company is responsible for regularly reviewing the actual operation, capital use and profit and loss of foreign exchange hedging business;
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;
6. The company’s foreign exchange hedging business must be based on the careful prediction of the company’s foreign currency receipt (payment). The delivery date of foreign exchange hedging business must match the foreign currency receipt, deposit time or foreign currency payment time predicted by the company.
5、 Accounting policies and accounting principles
The company will conduct corresponding accounting treatment for the proposed foreign exchange hedging business in accordance with the relevant provisions and guidelines of the Ministry of finance, such as 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, accounting standards for Business Enterprises No. 39 – fair value measurement, and reflect the relevant items of the balance sheet and income statement.
6、 Analysis on the necessity and feasibility of carrying out foreign exchange hedging business
At present, there are great uncertainties in the global economic situation and large fluctuations in foreign exchange rate. Carrying out this business is conducive to the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subordinate branches within the scope of consolidated statements to avoid the risk of exchange rate fluctuations and minimize the adverse impact of foreign currency exchange rate changes on the company’s performance.
This business is to meet the actual business needs of the company and is in line with the overall interests and long-term development of the company. The company has formulated the management system of foreign exchange hedging business, improved the relevant internal control system, adopted targeted risk control measures are feasible, the risk is controllable, and it is feasible to carry out foreign exchange hedging business.
7、 Opinions of independent directors
After verification, the relevant decision-making procedures for the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subordinate branches to carry out foreign exchange hedging business this time comply with relevant national laws, regulations and the articles of association. Based on the needs of normal production and operation and business development scale, the company uses foreign exchange hedging tools to reduce exchange rate risk and financial expenses and control business risks, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. At the same time, the company has established the management system of foreign exchange hedging business, which has formulated specific operation specifications for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures. The company’s foreign exchange hedging business is feasible and the risk is controllable. We agree that the company will continue to carry out foreign exchange hedging business.
8、 Deliberation of the board of supervisors
On April 21, 2022, the 22nd Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on continuing to carry out foreign exchange hedging business. The board of supervisors held that the continuous development of foreign exchange hedging business of the company and its wholly-owned (holding) subsidiaries, subsidiaries and their subsidiaries within the scope of consolidated statements is in line with the business development needs of the company, which is conducive to preventing exchange rate risk and reducing financial expenses, The company is approved to carry out foreign exchange hedging business with a total amount of no more than 2 million yuan (or equivalent foreign currency).
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s foreign exchange hedging business has been deliberated and adopted at the 25th meeting of the Fourth Board of directors, and the independent directors and the board of supervisors of the company have expressed their consent, which is in line with the provisions of relevant laws and regulations. According to relevant regulations and actual conditions, the company has formulated the foreign exchange hedging business management system for foreign exchange hedging business and formulated corresponding risk response measures. The company’s foreign exchange hedging business meets the needs of the company’s actual operation and can reduce the impact of exchange rate fluctuations on the company’s profits to a certain extent. In conclusion, the recommendation institution has no objection to the company’s foreign exchange hedging business this time.
10、 Documents for future reference
1. Zhongji Innolight Co.Ltd(300308) the resolution of the 25th meeting of the 4th board of directors;
2. Zhongji Innolight Co.Ltd(300308) the resolution of the 22nd Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on Zhongji Innolight Co.Ltd(300308) continuing to carry out foreign exchange hedging business.
It is hereby announced
Zhongji Innolight Co.Ltd(300308) board of directors
April 25, 2022
