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福立旺: 中信证券股份有限公司关于福立旺精密机电(中国)股份有限公司开展外汇套期保值业务的核查意见
Zheng Quan Zhi Xing· 2025-07-16 11:19
Core Viewpoint - The company intends to conduct foreign exchange hedging activities to mitigate the risks associated with currency fluctuations that could adversely affect its operating performance [1][6]. Group 1: Necessity and Overview of Hedging Activities - The company primarily conducts its export business in foreign currencies such as USD and EUR, making it vulnerable to exchange rate fluctuations that can impact its financial results [1]. - The proposed hedging activities will include forward foreign exchange contracts, foreign exchange spot transactions, options, and combinations of these products, limited to the currencies used in its operations [2]. Group 2: Business Scale and Funding Sources - The total amount for the foreign exchange hedging activities is capped at USD 30 million or its equivalent in other currencies, with a validity period of 12 months from the board's approval [2]. - The funding for these activities will come from the company's own funds and will not involve raised capital [2]. Group 3: Authorization and Execution - The board of directors has authorized the general manager to approve daily hedging plans and sign relevant contracts within the approved limits, with the finance department responsible for execution [2]. - The authorization is valid for 12 months from the date of board approval [2]. Group 4: Risk Analysis and Control Measures - The company has identified several risks associated with the hedging activities, including market risks from exchange rate and interest rate fluctuations, internal control risks, and counterparty risks [3][4]. - To mitigate these risks, the company has established a comprehensive management system for foreign exchange hedging, which includes clear guidelines on limits, product types, approval processes, and internal audits [4][5]. - The finance department will continuously monitor market conditions and assess the risks associated with hedging activities, ensuring compliance with established procedures [5]. Group 5: Approval Process - The audit committee reviewed and approved the proposal for foreign exchange hedging, confirming that it aligns with the company's operational needs and enhances financial stability [5]. - The board of directors subsequently approved the proposal, affirming that it falls within their authority and does not require shareholder approval [5]. Group 6: Sponsor's Opinion - The sponsor, CITIC Securities, has confirmed that the company has followed necessary legal procedures and established an internal control system for the hedging activities [6].
中宠股份: 金融衍生品交易内部控制制度
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Viewpoint - Yantai Zhongchong Food Co., Ltd. has established an internal control system for financial derivatives trading to regulate trading behavior and mitigate associated risks, ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: Regulatory Framework - The internal control system is based on the Company Law, Securities Law, and relevant regulations from the Shenzhen Stock Exchange, aiming to standardize financial derivatives trading within the company and its subsidiaries [2][3]. - Financial derivatives include products such as forwards, swaps, and options, which can be traded on-exchange or over-the-counter, and may involve various underlying assets [2][3]. Group 2: Trading Principles - The company and its subsidiaries are prohibited from engaging in purely profit-driven financial derivatives trading; all transactions must be grounded in normal business operations and aimed at hedging against currency and interest rate risks [3][4]. - Transactions must only be conducted with qualified financial institutions approved by regulatory authorities, ensuring compliance with national laws and internal regulations [4][5]. Group 3: Approval and Management - The Board of Directors or the Shareholders' Meeting is responsible for approving financial derivatives trading activities, with specific limits set based on the company's audited net assets [4][5]. - The financial department is tasked with proposing trading plans based on market analysis, while the audit department oversees compliance and the securities department handles necessary disclosures [6][7]. Group 4: Risk Management - The financial department must monitor market prices and assess risk exposure, ensuring timely delivery and managing counterparty credit risks [8][9]. - A risk analysis report is required monthly, detailing trading activities, risk assessments, and compliance with stop-loss limits [9]. Group 5: Information Disclosure - The company is obligated to disclose information regarding financial derivatives trading in accordance with regulatory requirements, particularly when losses exceed a certain threshold [9][10]. - Any significant risks or losses must be reported to the stock exchange within two trading days if they meet specified criteria [9][10].