Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2021-092
Digital China Group Co.Ltd(000034) Information Service Co., Ltd
With regard to the announcement of the expected fixed income investment and entrusted wealth management quota in 2022, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or
Major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
1. Investment type: fixed income or principal guaranteed investment and entrusted financial management.
2. Investment amount: fixed income or principal guaranteed investment shall not exceed RMB 800 million, and the total maximum amount with entrusted financial management shall not exceed RMB 1.5 billion.
3. Special risk tip: entrusted financial management is greatly affected by the changes of macroeconomic situation, fiscal and monetary policies, exchange rate and capital, and the investment income is uncertain. Please pay attention to the investment risk. 1、 Overview of investment
1. Investment purpose: on the premise of not affecting normal operation and controllable risk, in order to improve the use efficiency of the company’s own funds, wholly-owned subsidiaries and holding subsidiaries, make rational use of their own funds to increase investment income, consolidate and enhance the company’s competitiveness and profitability, and seek more investment returns for the company and shareholders.
2. Investment amount: fixed income or principal guaranteed investment shall not exceed RMB 800 million, and the total maximum amount with entrusted financial management shall not exceed RMB 1.5 billion. The above amount can be invested by the company, its wholly-owned subsidiaries and holding subsidiaries in a circular way and used on a rolling basis, that is, the investment balance at any point in time (including the relevant amount of reinvestment of the income of the above investment, transaction handling fee, subscription fee, etc.) does not exceed the above amount. The usable period of the above quota is one year from the date of deliberation and approval by the board of directors.
3. Investment method: fixed income or principal guaranteed investment and entrusted financial management, including the company’s behavior of entrusting banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage their properties or purchase relevant financial products. 4. Source of funds: the self owned funds of the company, its wholly-owned subsidiaries and holding subsidiaries do not involve the use of raised funds or bank credit funds.
5. Implementation method: authorize the management of the company to make circular investment within the above quota and period, use the above investment quota on a rolling basis, organize the implementation, exercise various investment decision-making rights such as purchase, sale and redemption, and sign relevant contracts and documents.
2、 Approval procedures to be performed
The proposal on the estimated amount of fixed income investment and entrusted financial management in 2022 has been deliberated and adopted at the fourth extraordinary meeting of the eighth board of directors in 2021 on December 30, 2021, and the independent directors of the company have expressed their independent opinions on this proposal. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, this transaction does not constitute a major asset restructuring or backdoor as stipulated in the measures for the administration of major asset restructuring of listed companies, does not constitute a connected transaction, and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Investment risk analysis and risk control measures
1. Investment risk
(1) The risk of fixed income or principal guaranteed investment is relatively small, the entrusted financial management is greatly affected by the changes of macroeconomic situation, fiscal and monetary policies, exchange rate and capital, the investment income is uncertain, and the investment may be affected by various market fluctuations;
(2) The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of investment is unpredictable;
(3) The redemption and sale of investment products and the realization of investment income are affected by the price factors of corresponding products and need to abide by the corresponding transaction settlement rules and agreements. Compared with monetary funds, there is a certain liquidity risk; (4) Operational risk, fraud and other moral hazard of relevant staff.
2. Risk control measures
(1) The company will operate in strict accordance with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange;
(2) The company has formulated corresponding internal control management system, which has made detailed provisions on the approval authority, management and implementation, responsible departments and information disclosure of entrusted financial management, providing institutional guarantee for the risk control of this investment;
(3) Fixed income or principal guaranteed investment will choose products with high safety, good liquidity and controllable risk; Entrusted financial management will select qualified professional financial institutions with good credit status and financial status, no bad credit record and strong profitability as the entrusted party;
(4) If necessary, external personnel with rich practical investment management experience can be employed to provide consulting services for the company’s investment, so as to ensure that the company carries out strict and scientific demonstration before investment and provide reasonable suggestions for correct decision-making;
(5) According to the use plan of the company’s operating funds and on the premise of ensuring the normal operation, reasonably arrange the period for the allocation of investment products;
(6) The company will do a good job in relevant information disclosure and reporting in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact of investment on the company
Under the premise of fully ensuring the daily operational capital needs of the company, its wholly-owned subsidiaries and holding subsidiaries, not affecting normal business activities and effectively controlling risks, making fixed income or undertaking principal guaranteed investment and entrusted financial management is conducive to improving the capital use efficiency of the company, its wholly-owned subsidiaries and holding subsidiaries and increasing investment income, Consolidate and enhance competitiveness and profitability, and seek more return on investment for the company and shareholders. The security of fixed income or principal guaranteed investment is relatively high, which can improve the cash management income of the company’s idle own funds and seek more investment returns for the company’s shareholders. There is no situation that damages the interests of the company and minority shareholders, and will not have a significant adverse impact on the current and future financial status and operating results of the company.
5、 Opinions of independent directors of the company
The independent directors of the company, Ms. Luo Ting, Mr. Wang Yongli, Mr. LV Benfu, Mr. Huang Hui and Mr. Benjamin Zhao (Zhai bin), carefully considered the above matters and expressed independent opinions as follows:
1. Agree that the company and its wholly-owned subsidiaries and holding subsidiaries use their own funds for fixed income or principal guaranteed investment and entrusted financial management on the premise of fully ensuring the company’s daily operational capital demand, not affecting the company’s normal production and operation and effectively controlling risks;
2. At present, the company, its wholly-owned subsidiaries and holding subsidiaries are in normal operation, with good financial status and cash flow. Using their own funds for the above investment can improve the use efficiency of their own funds, increase investment income, consolidate and enhance the competitiveness and profitability of the company, and seek more investment returns for the company and shareholders;
3. The decision-making process of this matter is legal and compliant, and the company has formulated practical and effective internal control system and other internal control measures, so that the investment risk can be effectively controlled, and the above investment matters are agreed.
6、 Documents for future reference
1. Resolutions of the fourth extraordinary meeting of the eighth board of directors in 2021;
2. Opinions of independent directors.
It is hereby announced.
Board of directors of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. December 31, 2021
