Securities code: Oceanwide Holdings Co.Ltd(000046) securities abbreviation: Oceanwide Holdings Co.Ltd(000046) Announcement No.: 2022035 Oceanwide Holdings Co.Ltd(000046)
About authorizing overseas subsidiaries to
Announcement on investment in fixed income products
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.
In order to improve the efficiency of capital use and increase investment income, Oceanwide Holdings Co.Ltd(000046) (hereinafter referred to as “the company”) agrees to authorize Oceanwide Holdings Co.Ltd(000046) International Capital Co., Ltd. (hereinafter referred to as “oceanwide international capital”), a subsidiary of overseas wholly-owned subsidiary zhongpan Group Co., Ltd. (hereinafter referred to as “zhongpan group”) Oceanwide Holdings Co.Ltd(000046) international 2017 Co., Ltd. (hereinafter referred to as ” Oceanwide Holdings Co.Ltd(000046) international 2017″) has invested no more than RMB 1.5 billion in fixed income products. The specific situation is hereby announced as follows:
1、 Authorized investment overview
(I) investment purpose
Improve the efficiency of capital use and increase investment income.
(II) investment quota
This time, oceanwide international capital and Oceanwide Holdings Co.Ltd(000046) international are authorized to invest in fixed income products in 2017, with a total authorized investment of no more than RMB 1.5 billion.
Within the above authorized amount of RMB 1.5 billion, the funds can be recycled. The investment income can be reinvested, and the amount of reinvestment is not included in the above authorized investment limit.
(III) investment scope
Bonds, fixed income funds and other fixed income products.
(IV) investment period
Within one year after the deliberation and approval of the board of directors of the company, i.e. from March 14, 2022 to March 13, 2023.
(V) implementation mode
Implemented by oceanwide international capital and Oceanwide Holdings Co.Ltd(000046) international 2017.
(VI) accounting policies and accounting principles
The company will conduct corresponding accounting treatment for this investment in accordance with the accounting standards for business enterprises and other relevant provisions and guidelines of the Ministry of finance, which will be reflected in the relevant items of the balance sheet and income statement. 2、 And investment risk control measures
(I) investment risk
The subject matter of this authorized investment is fixed income products such as bonds and fixed income funds. The investment risk is small, but it still faces investment strategy risk and operation risk of the investment subject enterprise, and the investment income is unstable to some extent.
(II) risk control measures
The company has formulated the measures for the administration of the company’s securities investment, which defines the decision-making, implementation and control procedures of the company’s securities investment (including fixed income products), and provides institutional guarantee for the risk control of this investment.
For this investment in fixed income products, the authorized company will effectively control decision-making and operational risks by carefully selecting investment targets, strictly separating investment operators and fund and financial managers, and strictly implementing fund allocation procedures.
In addition, the company has also established a perfect supervision mechanism. The board of supervisors of the company has the right to inspect the relevant investment situation. In case of any violation, it can propose to convene a meeting of the board of directors to consider and stop relevant investment matters. The independent directors of the company have the right to inspect the investment funds and appoint an independent external audit institution to conduct special audit when necessary.
3、 Description of approval procedures to be performed
On March 14, 2022, the 49th interim meeting of the 10th board of directors of the company deliberated and adopted the proposal on Authorizing overseas subsidiaries to invest in fixed income products. The voting result of the proposal was “agree: 9 votes, oppose: 0 votes, abstain: 0 votes”.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association and the measures for the administration of securities investment of the company, this authorized investment does not constitute related party transactions and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Impact of this authorized investment on the company
Zhongpan group is one of the main overseas investment and financing platforms of the company. It is a holding enterprise. At present, it indirectly holds about 74.94% shares of zhongpan Holding Co., Ltd. (Stock Code: 715. HK), a Hong Kong listed company, and about 72.51% shares of China Tonghai International Finance Co., Ltd. (Stock Code: 952. HK). The authorized companies oceanwide international capital and Oceanwide Holdings Co.Ltd(000046) international 2017 are wholly-owned subsidiaries of China oceanwide group. The above authorized investment does not involve the use of raised funds, and the above authorized company plans to invest in bonds, fixed income funds and other varieties with low risk and stable income. The risk is relatively controllable, which is conducive to improving the efficiency of fund use and thickening the investment income, In line with the interests of the company and all shareholders.
5、 Opinions of independent directors
As an independent director of the company, in accordance with the articles of association, the working system of independent directors of the company, the measures for the administration of securities investment of the company and other relevant provisions, we are responsible to the company and all shareholders and follow the principle of seeking truth from facts, The company carefully inspected and implemented the contents of the proposal on Authorizing overseas subsidiaries to invest in fixed income products submitted to the 49th interim meeting of the 10th board of directors for deliberation, and expressed independent opinions as follows:
(I) on the premise of ensuring the normal operation of the company, the company authorizes two overseas subsidiaries to invest in fixed income products, which helps to improve the efficiency of the company’s capital use and the overall performance level of the company.
(II) the company has formulated the measures for the administration of securities investment of the company, and established a sound business process, approval authority, supervision mechanism and risk control measures for securities investment (including investment in fixed income products), which provides institutional guarantee for the risk control of this investment.
(III) the decision-making process of the company’s authorized investment matters this time complies with relevant laws and regulations and relevant provisions of the company, and there is no situation damaging the interests of the company and minority shareholders.
In conclusion, we agree that the company authorizes overseas subsidiaries oceanwide international capital and Oceanwide Holdings Co.Ltd(000046) international to invest in fixed income products in 2017.
6、 Other
The company will follow the principle of “prudent investment, standardized operation and strict risk control”, strictly abide by relevant laws and regulations and the company’s internal control system, continue to strengthen investment risk control, ensure the safety and liquidity of this investment fund, and fulfill the obligation of continuous information disclosure on this authorized investment in accordance with relevant regulatory provisions.
7、 Documents for future reference
(I) resolutions of the 49th interim meeting of the 10th board of directors of the company;
(II) independent opinions of the company’s independent directors on Authorizing overseas subsidiaries to invest in fixed income products.
It is hereby announced.
Oceanwide Holdings Co.Ltd(000046) board of directors
March 15, 2002
