Securities code: Shenzhen Sea Star Technology Co.Ltd(002137) securities abbreviation: Shenzhen Sea Star Technology Co.Ltd(002137) Announcement No.: 2022017 Shenzhen Sea Star Technology Co.Ltd(002137)
Announcement on extending the validity period of forward foreign exchange trading 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.
Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as "the company") held the 12th meeting of the 6th board of directors on May 6, 2021, deliberated and adopted the proposal on increasing the amount of forward foreign exchange trading business, and agreed that the company and its subsidiaries planned to increase the amount of forward foreign exchange trading business to a cumulative total amount of no more than US $100 million (or equivalent RMB), and the above amount can be recycled within the validity period of authorization, The above matters were reviewed and approved by the company at the 2020 annual general meeting held on May 18, 2021. For details, see the company's publication in the securities times and cninfo.com (www.cn. Info. Com. CN) on May 7, 2021 Announcement on increasing the amount of forward foreign exchange trading business.
In view of the expiration of the validity period of the above resolution, in order to meet the needs of normal production and operation, the company held the 21st Meeting of the sixth board of directors on April 22, 2022, deliberated and adopted the proposal on extending the validity period of forward foreign exchange trading business, and agreed that the company and its subsidiaries would continue to extend the validity period of forward foreign exchange trading business for 12 months after the expiration. The matter needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 The purpose of the company's forward foreign exchange trading business
The forward foreign exchange transactions conducted by the company are based on meeting the needs of normal production and operation and avoiding and preventing exchange rate risks. The settlement currency of the company's export sales revenue is mainly US dollars. Under the background of large exchange rate fluctuations, the risk of exchange loss can be effectively reduced through reasonable RMB forward foreign exchange transactions. In this context, the company and its subsidiaries plan to timely carry out forward foreign exchange trading business with financial institutions according to the changes of market exchange rate, make full use of the hedging function of forward foreign exchange trading products (the specific products depend on the business products of financial institutions), and reduce the impact of exchange rate fluctuations on the company.
The forward foreign exchange transaction business meets the relevant conditions for the application of hedging accounting methods specified in the accounting standards for business enterprises.
The forward foreign exchange transaction business of avoiding and preventing exchange rate risk specifically refers to the settlement or sale of foreign exchange by signing forward foreign exchange transaction contracts with financial institutions and agreeing to deliver at a certain time in the future according to the agreed currency, amount and exchange rate of settlement or sale of foreign exchange.
3、 Overview of forward foreign exchange trading business expected to be carried out
(I) types of forward foreign exchange transactions
The company reduces the adverse impact of foreign exchange fluctuations on the company by carrying out forward foreign exchange transactions. Forward foreign exchange transactions refer to the derivative investment business for the purpose of hedging by using foreign exchange products provided by financial institutions in order to reduce the impact of exchange rate fluctuations on the company's assets, liabilities and profitability in actual business activities. This kind of business mainly involves foreign exchange forward, structural forward, foreign exchange swap, foreign exchange option Interest rate swaps and structural swaps.
(II) business conditions
1. Expected scale of forward foreign exchange transactions: the cumulative total amount of forward foreign exchange transactions within the expected period shall not exceed US $100 million (or equivalent RMB).
2. Development period: one year from the date of deliberation and approval by the general meeting of shareholders.
3. The board of directors of the company authorizes the chairman to be responsible for the operation and management of the above forward foreign exchange trading business, sign relevant agreements and documents, and authorizes the Finance Department of the company to be responsible for the specific handling of the forward foreign exchange trading business within the above quota range and business period.
4. The company and its subsidiaries are only allowed to conduct transactions with financial institutions approved by the State Administration of foreign exchange and the people's Bank of China and qualified for the hedging business of forward foreign exchange transactions, and abide by the administrative provisions on the settlement, sale and payment of foreign exchange of the people's Bank of China and the relevant administrative provisions on the forward foreign exchange trading business of the State Administration of foreign exchange.
5. Estimated Occupied Funds
To carry out forward foreign exchange trading business, the company does not need to invest other funds except to pay a certain proportion of deposit according to the agreement signed with financial institutions. The deposit will use the company's own funds. The proportion of deposit paid shall be determined according to the specific agreements signed with different financial institutions.
6. Review procedure
The 21st Meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors respectively considered and adopted the proposal on extending the validity period of forward foreign exchange trading business. According to the relevant provisions of the articles of association, it is agreed that the company and its subsidiaries will continue to extend the term of forward foreign exchange trading business for 12 months after the expiration of the term. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Risk analysis and risk control measures of forward foreign exchange trading business
(I) risk analysis
The forward foreign exchange trading business carried out by the company aims to lock in the exchange rate risk, do not engage in speculative and arbitrage trading operations, and conduct transactions in strict accordance with the company's predicted collection period, collection amount and due loan amount to be repaid when signing the contract.
Forward foreign exchange transactions can reduce the impact of exchange rate fluctuations on the company in case of significant exchange rate fluctuations, but they still have the following risks:
1. Exchange rate fluctuation risk: when the exchange rate changes greatly, if the forward exchange rate agreed in the relevant business confirmation is lower than the real-time exchange rate, exchange losses will be caused.
2. Internal control risk: forward foreign exchange transactions and hedging transactions are highly professional and complex, which may cause risks due to imperfect internal control system.
3. Customer default risk: the customer's accounts receivable are overdue and the payment cannot be recovered within the predicted collection period, which will cause the delay of forward foreign exchange settlement and delivery, resulting in the loss of the company.
4. Collection forecast risk: the business department forecasts the collection according to the customer's orders and expected orders. In the actual implementation process, the customer may adjust their own orders and forecasts, resulting in inaccurate collection forecast of the company, resulting in the risk of delayed delivery of forward foreign exchange settlement.
(II) risk control measures to be taken by the company
1. The company will strengthen the research and analysis of the exchange rate, and adjust the business strategy in time in case of large exchange rate fluctuations, so as to stabilize the export business and avoid exchange losses to the greatest extent.
2. In order to control transaction risks, the company has formulated the foreign exchange transaction decision-making system, which clearly stipulates the decision-making procedures, internal operation processes and risk management of foreign exchange transaction related businesses. According to the relevant systems of the company, the company will strengthen the professional ethics education and business training of relevant personnel, improve the comprehensive quality of relevant personnel, and establish a timely reporting system of abnormal conditions to form an efficient risk handling procedure. The company's internal audit department and the audit committee of the board of directors will also check the signing and implementation of actual transaction contracts regularly and irregularly. 3. The company's forward foreign exchange transaction business shall be based on the company's foreign currency collection and payment forecast. The cumulative total amount of forward foreign exchange transactions during the transaction period shall not exceed US $100 million (or equivalent RMB), so as to control the possible risks faced by the company within an acceptable range.
5、 Fair value analysis
The forward foreign exchange trading products carried out by the company are mainly aimed at currencies with strong liquidity, with great market transparency. The transaction price and the settlement unit price on that day can fully reflect the fair value of derivatives. The company determines them according to the price provided or obtained by banks and other pricing service institutions.
6、 Accounting policies and subsequent disclosure
1. The accounting method of forward foreign exchange transactions carried out by the company is determined in accordance with the accounting standards for business enterprises. 2. When the fair value impairment of forward foreign exchange transactions carried out by the company is combined with the changes in the value of assets (if any) used for risk hedging, resulting in the total loss or floating loss amount meeting the disclosure requirements, the company will timely disclose it with an interim announcement.
3. The company will disclose the information related to the forward foreign exchange transactions that have been carried out in the regular report.
7、 Opinions of independent directors
The independent directors of the company believe that: after verification, the company has formulated the foreign exchange trading decision-making system and established the corresponding supervision mechanism for the development of forward foreign exchange trading business; On the premise of ensuring the daily operation, the company plans to extend the term of carrying out forward foreign exchange trading business for 12 months. The forward foreign exchange trading business carried out by the company and its subsidiaries is closely related to the daily operation needs and meets the needs of actual operation. The purpose is to avoid and prevent the risk of exchange rate fluctuation, protect the normal operating profits of the company, will not affect the normal production and operation of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Relevant decision-making and approval procedures are legal and compliant. Therefore, the company and its subsidiaries agree to extend the validity period of forward foreign exchange trading business.
8、 Opinions of the board of supervisors
After verification, the board of supervisors believes that: on the premise of ensuring the daily operation, the company plans to extend the period of carrying out forward foreign exchange trading business for 12 months, which is conducive to reducing the impact of currency exchange rate fluctuations on the operating results and avoiding exchange rate risks. There is no damage to the interests of the company and shareholders, and will not affect the normal production and operation of the company. The relevant decision-making and approval procedures are legal and compliant. Therefore, the company and its subsidiaries agree to extend the validity period of forward foreign exchange trading business.
9、 Documents for future reference
1. Resolutions of the 21st Meeting of the 6th board of directors of the company;
2. Resolutions of the 17th meeting of the 6th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 21st Meeting of the sixth board of directors.
It is hereby announced.
Shenzhen Sea Star Technology Co.Ltd(002137) board of directors April 26, 2022
