Stock Code: 002449 stock abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022-006 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on continuing to carry out forward foreign exchange settlement and sale and foreign exchange option business
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
1. Type of investment: mainly including forward foreign exchange settlement and sales and foreign exchange option business.
2. Investment amount: no more than USD 200 million.
3. Special risk tip: the company and its subsidiaries continue to carry out forward foreign exchange settlement and sales and foreign exchange options business in order to better deal with exchange rate risk, lock in transaction costs, reduce operational risk, enhance the company’s financial stability, and do not engage in derivatives trading for speculation, but there will be certain risks at the same time. Please pay attention to investment risks.
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on January 24, 2022, deliberated and adopted the relevant proposal on continuing the business of forward foreign exchange settlement and sales and foreign exchange options. The relevant information is hereby announced as follows: I. overview of forward foreign exchange settlement and sales and foreign exchange options business
1. Purpose of investment
In order to control the exchange rate risk exposure and reduce the impact of exchange rate fluctuations on the company’s benefits, the company and its subsidiaries will adopt financial instruments such as foreign exchange forward settlement and sales, options and so on to hedge and lock in the exchange rate risk in advance.
2. Business type and implementation scope
The forward foreign exchange settlement business carried out by the company is aimed at the export business. Combined with the characteristics of the company’s accounting period, it is mainly the forward foreign exchange settlement of 1, 2 and 3 months. Such financial products lock the forward foreign exchange settlement exchange rate on the signing date of the agreement, and generally deliver in full or the amount of exchange rate difference on the maturity date; At present, the forward foreign exchange sales business aims at the phased foreign exchange position gap of the company’s general equipment or material import, signs an agreement according to the accounting period, locks the exchange rate of foreign exchange sales, and purchases foreign exchange at maturity for external payment.
Units that carry out forward foreign exchange settlement and sales and foreign exchange options business include the headquarters of the company, wholly-owned subsidiaries and holding subsidiaries.
3. Source of funds
The company’s capital source for carrying out forward foreign exchange settlement and sales and foreign exchange option business is its own capital.
4. Cooperative financial institutions
In the selection of specific financial institutions, due to the constant change of exchange rate quotation, the price ranking of financial institutions also changes slightly. In order to maximize the hedging benefits such as foreign exchange settlement and options, the company establishes an alternative Library of qualified financial institutions. When handling foreign exchange forward settlement and sales business, foreign exchange options and other businesses, Select the financial institution with the best price at the inquiry time point as the cooperation object.
5. Business duration and scale
The implementation period of the forward settlement and sale of foreign exchange and foreign exchange options business is from January 1, 2022 to December 31, 2022, and the cumulative transaction amount used for the above business does not exceed US $200 million.
2、 Review procedure
On January 24, 2022, the company held the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, deliberated and adopted the relevant proposal on continuing to carry out forward foreign exchange settlement and sales and foreign exchange option business, and agreed that the company and its subsidiaries should, according to business needs, continue to carry out foreign exchange settlement and sales and foreign exchange option business from January 1, 2022 to December 31, 2022, Use the amount not exceeding USD 200 million to carry out forward foreign exchange settlement and sales business, foreign exchange options and other businesses. The independent directors of the company have expressed their independent opinions on this matter. This matter is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This event does not constitute a connected transaction.
3、 Possible risks
1. Market risk: in case of significant deviation between the exchange rate trend and the expectation, the cost expenditure of the company after locking the exchange rate cost may exceed the cost expenditure when it is not locked, resulting in potential losses;
2. Operational risk: when the company carries out the above business, if the operators fail to report and approve according to the specified procedures, or fail to accurately, timely and completely record the business information, it may lead to transaction loss or loss of transaction opportunities;
3. Legal risk: when the company signs business agreements on forward settlement and sale of foreign exchange and foreign exchange options with financial institutions, it shall handle business in strict accordance with the requirements of the agreement. At the same time, it shall pay attention to the company’s financial situation to avoid losses caused by breach of contract.
4、 Risk control measures taken
1. Select the forward foreign exchange settlement and sales and foreign exchange option business with simple structure, strong liquidity and controllable risk to carry out hedging business, which can only be carried out within the limit authorized by the board of directors, and strictly control its transaction scale.
2. The company has formulated the management system for forward foreign exchange settlement and sales and foreign exchange option trading, which has been deliberated and approved by the board of directors of the company, and has made clear provisions on the operation principle, approval authority, internal operation process, internal risk reporting system and risk handling procedures of the forward foreign exchange settlement and sales business. For specific contents, please refer to the company’s website on August 16, 2018 (www.cn. Info. Com. CN.) Management system for forward settlement and sale of foreign exchange and foreign exchange option transactions (August 2018).
3. Strengthen the management of accounts and funds of financial institutions, and strictly enforce the examination and approval procedures for the allocation and use of funds. 4. The internal audit department of the company shall regularly and irregularly check the signing and implementation of actual transaction contracts.
5、 Impact on the company
The company’s forward settlement and sale of foreign exchange and foreign exchange options business is to achieve stable operation, which is conducive to avoiding the risks of the foreign exchange market and reducing the cost of foreign exchange settlement, will not have an adverse impact on the company’s financial and operating conditions, and is in the interests of the company and all shareholders. In accordance with 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 – hedge accounting and accounting standards for Business Enterprises No. 37 – presentation of financial instruments, the company conducts corresponding accounting and accounting treatment for the proposed foreign exchange derivatives trading business, reflecting the relevant items of the balance sheet and income statement.
6、 Opinions of independent directors
After verification, the company’s forward foreign exchange settlement and sale and foreign exchange option business is a forward foreign exchange transaction for the purpose of reducing the impact of exchange rate fluctuations on the company’s operating profits, not for the purpose of speculation and profit. This matter complies with the requirements of relevant laws and regulations, normative documents, articles of association and relevant systems. The review procedure is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company will continue to carry out the business of forward foreign exchange settlement and sales and foreign exchange options.
7、 Opinions of the board of supervisors
After deliberation, the board of supervisors believes that the company’s forward foreign exchange settlement and sales and foreign exchange options business will help to control the exchange rate risk exposure, will not affect the capital situation of the company’s normal operation, and will not damage the interests of the company and all shareholders.
8、 Documents for future reference 1. Resolutions of the 16th meeting of the 5th board of directors; 2. Resolutions of the 13th meeting of the 5th board of supervisors; 3. Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors of the company; 4. Feasibility analysis report on carrying out forward foreign exchange settlement and sales and foreign exchange option business.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of directors
January 26, 2022
