About Sunwoda Electronic Co.Ltd(300207)
Verification opinions on carrying out foreign exchange hedging business
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” and “recommendation institution”) as the continuous supervision and recommendation institution of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” and “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020) The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have carefully verified Sunwoda Electronic Co.Ltd(300207) to carry out foreign exchange hedging business, and the verification opinions are as follows:
1、 Basic information of foreign exchange hedging business
1. Plan to carry out foreign exchange hedging business
According to the company’s import procurement, export sales, market exchange rate and interest rate conditions, the company and its subsidiaries can carry out foreign exchange hedging business. It is proposed to use foreign exchange hedging tools to operate within the annual quota of no more than 8 billion yuan.
2. Cooperative institutions to carry out foreign exchange hedging
The foreign exchange hedging business carried out by the company and its subsidiaries shall be transacted with financial institutions approved by the State Administration of foreign exchange and the people’s Bank of China or the financial and foreign exchange administration authorities of the country and region where they are located and qualified to handle foreign exchange hedging business.
3. Types of foreign exchange hedging to be carried out
The foreign exchange hedging instruments to be carried out by the company and its subsidiaries include but are not limited to forward foreign exchange settlement and sales, foreign exchange currency swap, foreign exchange option, interest rate swap, foreign exchange futures, currency swap and other products and combinations of the above products. The product is designed for hedging and based on the company’s foreign currency receivables / payables, which is used to lock in costs, avoid interest rate, exchange rate and other risks. The period of a single foreign exchange hedging shall not exceed the period of its corresponding underlying asset liability business.
4. Authorization matters
The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company to make decisions within the above limit and sign contracts and agreements related to foreign exchange hedging business. This authorization shall be valid for one year from the date of adoption of the resolution of the general meeting of shareholders. 2、 Purpose of foreign exchange hedging business
In the course of daily operation, the company will involve a large number of foreign currency businesses, including a large number of foreign currency receivables and payables. Under the background of the fluctuation of RMB to foreign currency exchange rate and the fluctuation of interest rate outside China, the impact on the company’s operating results is increasing. In order to reduce the risk caused by the fluctuation of exchange rate and interest rate, the company and its subsidiaries use foreign exchange hedging to manage exchange rate and interest rate risk, It is used to hedge exchange losses caused by exchange rate fluctuations and realize the purpose of maintaining and increasing the value of foreign exchange assets.
3、 Business scale
With the rapid development of business, the external sales scale of the company’s products has increased rapidly. The annual export sales scale of the company in 2020 is equivalent to RMB 14.51 billion, and the export sales scale in the first three quarters of 2021 is equivalent to RMB 11.745 billion. The annual export sales scale in 2022 continues to grow, and the main transaction currency is US dollars. In order to reduce the negative impact of exchange rate fluctuations on the company’s daily performance, so as to truly reflect the company’s operating results, the company plans to use foreign exchange hedging tools for rolling operation within the annual limit of no more than 8 billion yuan. The company’s hedging scale matches the company’s business scale, and the main purpose is to lock in the exchange rate, which is not a high-risk investment.
The company carries out foreign exchange hedging business. The foreign exchange mainly comes from the foreign import and export business in the daily business process of the company, and does not involve the raised funds.
4、 Risk analysis of foreign exchange hedging business
The foreign exchange hedging business carried out by the company is for the purpose of effectively managing the company’s foreign currency assets, liabilities and cash flow, avoiding the risk of exchange rate fluctuation in the foreign exchange market and improving the efficiency of financial management. It does not carry out any foreign exchange transactions solely for the purpose of speculation, but there are still certain risks in carrying out foreign exchange hedging business:
1. Exchange rate market risk: in case of large exchange rate fluctuation, the foreign exchange hedging business may bring large fair value fluctuation; If the market price is better than the locked price during operation, it will cause exchange risk;
2. Credit risk: the counterparties of the company’s foreign exchange hedging business are the State Administration of foreign exchange and the people’s Bank of China or financial institutions approved by the financial and foreign exchange administration of the country and region where the company is located and qualified to handle foreign exchange hedging business, so there is basically no performance risk;
3. Liquidity risk: the company’s current foreign exchange hedging business is fixed income derivatives business, which is based on the company’s import and export collection and payment business, does not substantially occupy the available funds, and the liquidity risk is small; 4. Internal operational risk: the foreign exchange hedging business is highly professional and may cause losses in the process of handling foreign exchange hedging business due to staff operation errors, system failures and other reasons.
5、 Risk management measures
1. The company will carry out foreign exchange hedging business for the purpose of avoiding and preventing exchange rate risk, follow the principles of legality, prudence, safety and effectiveness, do not carry out speculation and arbitrage transactions, and conduct transactions strictly based on the predicted amount of the company’s foreign exchange revenue and expenditure when signing contracts;
2. Select foreign exchange hedging business with simple structure, strong liquidity and low risk of fixed income;
3. The foreign exchange hedging business takes hedging as the principle to avoid the risks caused by exchange rate fluctuations to the greatest extent. The authorized departments and personnel shall pay close attention to and analyze the market trend, and timely adjust the operation strategy in combination with the market situation to improve the hedging effect;
4. The company has formulated the hedging internal control system, which clearly stipulates the organization, approval authority, authorization system, business process, risk management system, reporting system, confidentiality system, information disclosure and file management system of the company for hedging, so as to effectively standardize the hedging business behavior.
6、 Accounting policies and accounting principles
According to 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, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and accounting standards for Business Enterprises No. 39 – fair value measurement of the Ministry of finance, Carry out corresponding accounting treatment for the carried out foreign exchange capital business, and reflect the relevant items of the balance sheet and income statement.
7、 Other instructions
On the premise of ensuring normal production and operation, the above hedging business is to make use of the hedging function of foreign exchange hedging instruments and the hedging mechanism of foreign exchange hedging to avoid the risks brought to the company by the sharp fluctuation of foreign exchange rate to the greatest extent, control operational risks and achieve the goal of stable operation of the company. It does not belong to high-risk investment.
8、 Relevant review and approval procedures
On January 19, 2022, the 23rd Meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors deliberated and adopted the proposal on the company’s foreign exchange hedging business.
The board of supervisors of the company believes that the proposed foreign exchange hedging business is to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control business risks, which is necessary.
The company has formulated the hedging internal control system and improved the relevant internal control system. The risk management measures taken by the company are feasible, and the company is agreed to carry out foreign exchange hedging business.
The independent directors of the company expressed the following opinions on the company’s foreign exchange hedging business: the foreign exchange capital trading business carried out by the company to avoid exchange rate risk is based on the reasonable estimation of future foreign exchange revenue and expenditure and the actual demand of current foreign exchange revenue and expenditure, the business process is legal and compliant, and has no significant impact on the company’s liquidity. We believe that the company will further improve its foreign exchange risk management ability and increase the value of foreign exchange assets by carrying out foreign exchange hedging business. It is feasible for the company to carry out foreign exchange hedging business. We agree with the company to carry out foreign exchange hedging business.
The proposal can be implemented only after being deliberated and approved by the general meeting of shareholders.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Sunwoda Electronic Co.Ltd(300207) the matter of carrying out foreign exchange hedging business has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors of the company have expressed their independent opinions on the matter. The approval procedures for the above matters comply with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020), the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem (revised in 2020), the Sunwoda Electronic Co.Ltd(300207) articles of association, the company’s hedging internal control system and other relevant provisions; Sunwoda Electronic Co.Ltd(300207) using foreign exchange hedging to manage exchange rate and interest rate risk can hedge exchange losses caused by exchange rate fluctuations to a certain extent.
In conclusion, the recommendation institution has no objection to Sunwoda Electronic Co.Ltd(300207) carrying out the above foreign exchange hedging business.
(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) verification opinions on Sunwoda Electronic Co.Ltd(300207) carrying out foreign exchange hedging business)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198) mm / DD / yy
