Securities code: 5I5J Holding Group Co.Ltd(000560) securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022030 5I5J Holding Group Co.Ltd(000560)
Announcement on using part of its own funds to invest in Securities and financial 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.
5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company” or “the company”) and its subsidiaries currently have a total investment amount of 330 million yuan of their own idle funds available for investment in Securities and financial products. The investment period is from the date when the investment amount is considered and approved by the company’s 2020 annual general meeting to the date when the 2021 annual general meeting of shareholders considers the investment amount of relevant securities and financial products is held. Within the total amount of the above investment, the funds can be recycled. For details of the above matters, please refer to the company’s publication on www.cninfo.com on April 28, 2021 and May 27, 2021 info. com. cn. Announcement on using part of its own funds to invest in Securities and financial products (No. 2021031) and announcement on resolutions of 2020 annual general meeting of shareholders (No. 2021047) and other relevant announcements.
According to the deliberation and approval of the 19th meeting of the 10th board of directors held on April 27, 2022 and the board of directors of 2021, after the above investment quota of 3300 million yuan of securities and financial products expires, the company and its subsidiaries intend to continue to use their own idle funds for securities and financial products investment, with a total investment quota of no more than 3300 million yuan, The investment period is valid within 12 months from the date when the company’s 2021 annual general meeting deliberates and approves the investment limit. The company and its subsidiaries can be recycled and used within the limit and period. The details are as follows:
1、 Investment in Securities and financial products
1. Investment purpose
In combination with the specific situation of the company’s business development and the use of its own funds, in order to improve the use efficiency of the company’s and its subsidiaries’ own idle funds, make rational use of its own idle funds, increase capital returns, and seek more investment returns for the company and shareholders, according to the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and the articles of association The company’s securities investment management system and other relevant regulations, under the premise of controlling investment risks and not affecting the working capital required by the normal operation of the company and its subsidiaries, the company and its subsidiaries plan to use their own idle funds to invest in Securities and financial products.
2. Investment quota, investment period, investment direction and capital source
The company and its subsidiaries are expected to use some of their own funds temporarily idle for investment in Securities and financial products, with a total investment limit of no more than 3300 million yuan. The service life of the investment limit is valid within 12 months from the date when the investment limit is considered and approved by the company’s annual general meeting in 2021. The company and its subsidiaries can be recycled and used within the limit and term. Within the validity period of the quota, the investment amount of securities and financial products of the company and its subsidiaries at any time point (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment quota of 3300 million yuan. The investment direction and specific amount of securities and financial products are as follows:
(1) 2 million yuan investment quota for entrusted financial management (refers to the behavior that the company entrusts 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) and securities investment (including placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment and other investment activities recognized by Shenzhen Stock Exchange).
(2) The investment quota of 130 million yuan is used to purchase low-risk financial products and other risk controllable financial products with a single investment period of no more than one year, and the income distribution adopts cash distribution.
The above funds to be invested in Securities and financial products are the company’s and its subsidiaries’ own idle funds, and the source of funds is legal and compliant.
3. Approval of this investment in Securities and financial products
On April 27, 2022, the company held the 19th meeting of the 10th board of directors and the 15th meeting of the 10th board of directors and the 15th meeting of the 10th board of supervisors and the 2021 board of supervisors respectively, deliberated and adopted the proposal on using part of its own funds to invest in Securities and financial products. The independent directors of the company expressed their independent opinions on the proposal.
According to the provisions of relevant laws, regulations, normative documents and the articles of association, the investment of securities and financial products with part of its own funds does not constitute related party transactions, and the total amount of this investment needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. Within the above limit approved by the general meeting of shareholders, the board of directors authorizes the president of the company to determine the specific investment products and investment amount according to the capital and market conditions, and authorizes the management to sign relevant contract documents and organize the implementation of specific matters related to the investment of securities and financial products.
2、 Investment risk and risk control
1. Investment risk
(1) The securities market is greatly affected by the changes of macroeconomic situation, fiscal and monetary policies, exchange rate and capital, and the investment will be affected by market fluctuations.
(2) The company and its subsidiaries will timely and appropriately intervene according to the economic situation and changes in the financial market. Therefore, the actual income of securities and financial product investment is unpredictable.
(3) Operational risks of relevant staff.
2. Risk control measures
(1) System construction
The company has formulated the securities investment management system, which clearly stipulates the risk control, decision-making procedures, reporting system, internal control and information disclosure of securities investment and entrusted financial management of the company and its subsidiaries, so as to effectively regulate the behavior of securities investment and entrusted financial management and control the investment risk.
(2) Strengthen investment management
① The company carries out investment operation, normative management and risk control of securities and wealth management products in strict accordance with relevant provisions such as the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the company’s securities investment management system. We have established a long-term working mechanism for the investment of securities and financial products, put risk prevention in the first place, strictly control, make prudent decisions, closely track the progress and investment safety of securities and financial products, and strengthen risk control and supervision. ② According to the authorization of the board of directors, the president of the company determines the specific investment products and investment amount according to the capital and market conditions, and appoints a special person to be responsible for the specific operation of securities and wealth management products investment and daily management of securities accounts; In accordance with relevant laws, regulations, normative documents and the articles of association, the Securities Affairs Office of the company is responsible for submitting the investment of relevant securities and financial products to the board of directors, the board of supervisors or the general meeting of shareholders to perform the necessary approval procedures, and is responsible for information disclosure; The financial management center of the company is responsible for managing the funds used for investment in Securities and financial products, and appointing special personnel to carry out daily management of the fund account; The Audit Department of the company is responsible for regularly and irregularly auditing and verifying the investment progress, profit and loss, risk control and fund use of securities and financial products, and fully assessing the fund risk to ensure the safety of the company’s funds.
③ The personnel participating in and implementing the investment plan of securities and financial products must have strong theoretical knowledge of securities investment and rich experience in securities investment management, so as to ensure that the company conducts strict and scientific demonstration before securities investment and provide reasonable suggestions for correct decision-making.
④ Before investment, conduct research and risk analysis with the approval of the president. The investment operator shall establish an investment profit and loss account, regularly submit it to the president and chairman of the company, and copy it to the chief financial officer and the Secretary of the board of directors.
⑤ The audit committee of the board of directors of the company has the right to investigate and track the investment of the company’s securities and financial products at any time, strengthen the tracking management of the company’s investment projects and control risks. The independent directors and the board of supervisors have the right to conduct regular or irregular inspection on the investment of the company’s securities and financial products.
⑥ The company will disclose the investment and income of securities and financial products in its regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 The impact of using its own idle funds to invest in Securities and financial products on the company
1. The company adheres to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation” to invest in Securities and financial products. The company’s operation is normal and its financial condition is good. On the premise of ensuring the capital demand of daily operation and effectively controlling investment risks, the company selects appropriate opportunities to invest in medium and low-risk securities investment varieties and financial products with high safety and liquidity, It can maximize the role of idle funds, improve the use efficiency of funds, obtain higher short-term investment income, and seek more investment returns for the company and shareholders.
2. The funds used for the investment in Securities and financial products come from the idle funds of the company. On the premise of meeting the demand for operating funds, the company will appropriately allocate the products and quantity of securities and financial products investment within the total investment approved by the board of directors and the general meeting of shareholders. Therefore, this investment will not affect the operation of the company’s operating funds and external payments.
3. The company has established the securities investment management system and other relevant investment systems, and defined the investment management norms and processes of securities and financial products. In the specific operation, the company will take effective measures to strengthen the control of investment decision-making, investment implementation and risk control, strengthen investment responsibility, prevent and control investment risks, and ensure the safety of the company’s funds.
4. The company will conduct accounting and presentation of securities and property investment in accordance with the requirements of relevant accounting standards such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 39 – fair value measurement and accounting standards for Business Enterprises No. 37 – presentation of financial instruments issued by the Ministry of finance.
4、 Opinions of the board of supervisors and independent directors of the company
1. Opinions of the board of supervisors
For the investment of securities and financial products with its own idle funds, the company has formulated the corresponding internal management system and established a long-term working mechanism. While ensuring the capital demand of daily operation and ensuring the development of main business, on the premise of effectively controlling investment risks, the company and its subsidiaries use their own idle funds to invest in Securities and financial products, which is conducive to give full play to the role of idle funds, improve the efficiency of fund use and investment income, and create more investment returns for the company and shareholders. The company’s use of its own idle funds with a total investment amount of no more than 3300 million yuan to invest in Securities and financial products and its deliberation procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, as well as the provisions of the company’s securities investment management system and other relevant internal governance systems. The board of supervisors agreed with the proposal on using part of its own funds to invest in Securities and financial products proposed by the board of directors.
2. Opinions of independent directors
In 2022, the company and its subsidiaries intend to use their own idle funds with a total investment amount of no more than 3300 million yuan to invest in Securities and financial products, which will help to improve the company’s capital use efficiency and improve the company’s investment income, will not affect the normal development of the company’s main business, and is in line with the interests of the company and all shareholders. With regard to the investment of securities and financial products with its own idle funds, the company has formulated internal control systems such as securities investment management system and established a long-term working mechanism, which can effectively control investment risks and ensure the safety of the company’s funds. The investment and its deliberation procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and there is no behavior damaging the interests of minority shareholders. The independent directors agreed to the proposal on using part of their own funds to invest in Securities and financial products.
5、 Documents for future reference
1. Resolutions of the 19th meeting of the 10th board of directors and the board of directors in 2021;
2. Opinions of independent directors;
3. Resolutions of the 15th meeting of the 10th board of supervisors and the board of supervisors in 2021.
It is hereby announced.
5I5J Holding Group Co.Ltd(000560) board of directors
April 29, 2022
