China Minsheng Financial : DISCLOSEABLE TRANSACTION IN RELATION TO INVESTMENT IN A FUND

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

China Vered Financial Holding Corporation Limited

中 薇 金 融 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 245)

DISCLOSEABLE TRANSACTION

IN RELATION TO INVESTMENT IN A FUND

THE SUBSCRIPTION

On 31 July 2020 (after trading hours), CMSI, a wholly-owned subsidiary of the Company, executed the Subscription Agreement pursuant to which CMSI applied to subscribe for the Participating Shares for a total of approximately US$37.5 million (being approximately HK$292.5 million) on terms and conditions of the Private Placement Memorandum.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Subscription is more than 5% but is less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements.

THE SUBSCRIPTION

On 31 July 2020 (after trading hours), CMSI, a wholly-owned subsidiary of the Company, executed the Subscription Agreement pursuant to which CMSI applied to subscribe for the Participating Shares for a total of approximately US$37.5 million (being approximately HK$292.5 million) on terms and conditions of the Private Placement Memorandum.

If the application in respect of the Subscription is accepted, CMSI shall pay the Subscription Amount by transferring the title of the Bonds Portfolio (as internal resources of the Group) to the Sub-Fund for in-kind subscription of the Sub-Fund by no later than 5:00 pm (Hong Kong time) on 7 August 2020 or 5:00 pm (Hong Kong time) on the business day before the Subscription Day, as applicable.

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Upon completion of the Subscription, the Bonds Portfolio will continue to be consolidated in the books and records of the Group as the Bonds Portfolio will be designated as segregated assets of the Sub-Fund and the Group will become the only Investor for the Participating Shares. It is expected that the Sub-Fund will continue to keep the Bonds Portfolio until maturity and will borrow money for investment purpose by securities margin financing with an aggregate principal amount of borrowing less than or around 100% of the Sub-Fund's latest net asset value. The Fund Directors may seek new Investors, apart from CMSI, to invest in the Sub-Fund.

PRINCIPAL TERMS OF THE SUBSCRIPTION

The principal terms of the Subscription Agreement and the Private Placement Memorandum are summarised as follows:

Name of the Fund:	OCI GLOBAL SPC
Name of the Sub-Fund:	OCI CMAM STEADY INCOME STRATEGY FUND SP
Minimum Subscription	US$1,000,000 in the Sub-Fund with respect to each Investor
Amount:	(''Minimum Subscription Amount'')

Subscription price and fee:	The subscription price is US$1,000,000 per Participating
	Share. No subscription fee will be charged with respect to
	the Subscription.
Subscription Amount:	CMSI has applied to subscribe for Participating Shares for
	an aggregate amount of approximately US$37.5 million
	(being approximately HK$292.5 million) under the
	Subscription Agreement.
Participating Shares:	Participating Shares mean the Class D non-voting,
	redeemable and participating shares of the Fund attributable
	to the Sub-Fund. With the consent of all the holders of
	outstanding Participating Shares in the Sub-Fund, at any
	time the Fund Directors may create and designate additional
	classes in respect of the Sub-Fund, and the Fund Directors
	may differentiate between classes on various bases,
	including as to the dealing currency, the fees payable, the
	level of information provided and redemption rights.
	Dealing currency of the Participating Shares is US$.
Distribution:	CMSI has the right to receive dividends declared in respect
	of the Participating Shares. Subject to the applicable law
	and regulation and provided that the Sub-Fund has sufficient
	distributable assets that are legally available, and subject to
	the consent of the Investment Committee, the Fund
	Directors will declare a dividend.

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Investment objective: The investment objective of the Sub-Fund is to achieve long-term returns through investing in the debt securities specified in a whitelist of securities to be formulated by the Investment Committee (''Whitelist''), commensurate with an acceptable level of risk as determined by the Investment Committee in its reasonable discretion, while seeking to maintain a sustainable income (''Investment Objective'').

Investment strategy: The Sub-fund will seek to achieve its investment objective by investing in securities which are on the Whitelist, including investment or non-investment grade bonds, unrated bonds, convertible bonds, mortgage-backed bonds, asset-backed bonds, urban investment bonds (i.e. bonds issued by local government financing vehicles), structured notes, repurchase transactions as well as total return swaps. The Sub-fund will primarily invest in non-investment grade and unrated debt securities.

The Sub-Fund may hold other types of assets including cash or cash-equivalent assets.

The Sub-Fund may use derivatives and hedging techniques to reduce risks, manage the portfolio more efficiently or achieve higher returns.

Investment restriction: The Sub-Fund is not subject to any investment restrictions.

Borrowing/leverage: Subject to the approval of the Investment Committee, the Sub-Fund may engage in securities lending, repurchase and reverse repurchase transactions.

The aggregate principal amount of borrowing shall not be more than 200% of the Sub-Fund's latest net asset value.

Transfer of Participating Without prior written consent of the Fund Directors, which

Shares:may be given or withheld in their sole discretion, CMSI shall not transfer the Participating Shares. Consent will not be given if, as a consequence of such transfer, the Participating Shares retained by the transferor or registered in the name of the transferee would be less than the minimum holding, i.e. Participating Shares with an aggregate net asset value less than the Minimum Subscription Amount.

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Redemption:Subject to a lock-up period of 6 months commencing on the issue of the Participating Shares or such shorter period as agreed between CMSI and the Investment Manager (the ''Lock-upPeriod''), CMSI has the right to redeem the investment in the Sub-Fund, in which the Fund Administrator has the authority to review and process the redemption requests on behalf of the Sub-Fund.

Participating Shares will be redeemed at the Redemption Price prevailing on the Redemption Day on which they are redeemed. No redemption fee will be charged on the redemption of Participating Shares. The completed redemption notice must be received by no later than 5:00 pm (Hong Kong time) on a business day falling at least 30 calendar days (or such shorter period as the Investment Committee may permit, either generally or in any particular case) before the relevant Redemption Day.

Payment of redemption proceeds will normally be made within 7 business days after the later of (i) the finalisation of the Redemption Price for the relevant Redemption Day, and (ii) the date on which the Fund Administrator has received the original of the redemption notice and such other information and documentation as may be required. Payment will normally be made in US$ by direct transfer to the account of CMSI.

Compulsory redemption of Based on the market condition, subject to the consent of the

Participating Shares: Investment Committee, the Fund Directors may compulsorily redeem the Participating Shares on the next Redemption Day.

Management Fee:The Fund will pay the Managers a management fee, out of the assets of the Sub-Fund, equal to 0.1875% per quarter of the net asset value of the Sub-Fund as at the last Valuation Day in the relevant quarter calculated before deduction of that quarter's management fee, which will be received and shared equally by the Investment Manager and the Co- Manager.

The management fee shall accrue on a quarterly basis, and will be payable to the Managers semi-annually in arrears. Further, the first management fee will be calculated on or around 7 August 2020 and will be paid to the Managers as soon as reasonably practicable afterwards.

No performance fee will be charged with respect to the Sub-

Fund.

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Information right: The Fund Administrator shall provide CMSI with quarterly report on the net asset value of the Sub-Fund, and annual report of the Sub-Fund within 6 months after 31st December of every year. The first audit of the Sub-Fund will be for the period beginning on the commencement of the operations of the Sub-Fund and ending on 31 December 2021.

Bonds Portfolio:The Bonds Portfolio, which comprises bonds with details as follows, was owned by CMSI immediately prior to the Subscription and will be transferred to the Sub-Fund as disclosed in this announcement:

(1)	ISIN:	XS1982036961
	Coupon:	9.5%
	Nominal Amount:	US$3,000,000
	Maturity:	11 April 2022
(2)	ISIN:	XS1982040641
	Coupon:	10.5%
	Nominal Amount:	US$5,000,000
	Maturity:	11 April 2024
(3)	ISIN:	XS1937801212
	Coupon:	11.75%
	Nominal Amount:	US$3,000,000
	Maturity:	26 February 2021
(4)	ISIN:	XS2002235518
	Coupon:	11.5%
	Nominal Amount:	US$10,400,000
	Maturity:	30 January 2023
(5)	ISIN:	XS2051656739
	Coupon:	12.8%
	Nominal Amount:	US$4,000,000
	Maturity:	3 October 2021
(6)	ISIN:	XS2016006699
	Coupon:	12%
	Nominal Amount:	US$9,000,000
	Maturity:	25 July 2022
(7)	ISIN:	XS2035084925
	Coupon:	6.8%
	Nominal Amount:	US$3,000,000
	Maturity:	15 August 2022

In order to mitigate the risk of the Sub-Fund, the Managers will select high-quality issuers for the non-investment grade and unrated debt securities investment.

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INFORMATION OF THE COMPANY, THE FUND AND THE MANAGERS

The Company is a company incorporated in Hong Kong with limited liability and the Shares have been listed on the Stock Exchange since 25 August 1972. The Company is an investment holding company. The principal activities of the Group include investment holding, provision of asset management services, consultancy services, financing services, securities advisory and securities brokerage services.

Information about the Fund and the Sub-Fund

The Fund is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands on 4 May 2018. As a segregated portfolio company, the Fund is permitted to create one or more segregated portfolios in order to segregate the assets and liabilities of the Fund held in respect of one segregated portfolio from the assets and liabilities of the Fund held in respect of any other segregated portfolio and/or the general assets and liabilities of the Fund. The Sub-Fund is an open-ended segregated portfolio of the Fund. The Management Shares of the Fund, which do not participate in the profits and losses of the Fund and carry no right to dividends, are held by OCI Management Limited.

Information about the Managers

The Sub-Fund is jointly managed by the Investment Manager and the Co-Manager, both of them are responsible for managing and investing the assets and investments of the segregated portfolio of the Sub-Fund on a discretionary basis in pursuit of the Investment Objective. Each Manager is incorporated in Hong Kong with limited liability and is principally engaged in the business of asset management.

The Co-Manager is a wholly-owned subsidiary of the Company.

To the knowledge of the Directors, the Investment Manager is wholly owned by Market Expert Global Limited and both of the Investment Manager and OCI Management Limited are ultimately wholly owned by OCI International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 329). OCI International Holdings Limited and its subsidiaries are principally engaged in securities trading and investments, provision of asset management services including portfolio management and investment advice to qualified corporate and individual professional investors, provision of investment and financial advisory services and trading of wines.

To the best of the Directors' knowledge, information and belief having made all reasonable enquires, the Fund, the Investment Manager and their respective ultimate beneficial owner(s) are third parties independent of the Company and connected persons of the Company.

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Core investment team of the Investment Manager in respect of the Sub-Fund

The members of the Investment Committee appointed by the Investment Manager have at least 8 years of experience in securities investment or investment banking in Hong Kong and PRC, and the information of the relevant key personnel provided to the Group are set out below:

Mr. Zhao Guodong (''Mr. Zhao'') is a responsible officer of the Investment Manager and he focuses on fixed income investment. Before joining the Investment Manager, he was employed by Galaxy Asset Management Company Limited and was responsible for public fund product design and management and he was also employed by Caitong Securities Co., Ltd. and was responsible for managing the proprietary trading account and bond investment management. Mr. Zhao has around 11 years of experience in securities investment in PRC.

Mr. Wang Binran (''Mr. Wang'') is a portfolio manager of the Investment Manager and he focuses on fixed income investment. Before joining the Investment Manager, he was employed by Lazard Asia (Hong Kong) Limited and BNP Paribas Securities (Asia) Limited and was responsible for providing investment banking advisory service to his clients.

Mr. Wang has over 8 years of experience in investment banking in Hong Kong.

Core investment team of the Co-Manager in respect of the Sub-Fund

The members of the Investment Committee appointed by the Co-Manager have at least 10 years of experience in securities investment including debt securities in Hong Kong and the information of the relevant key personnel are set out below:

Mr. Song Zhengtang is a responsible officer of the Co-Manager and he focuses on fixed income investment. Before joining the Co-Manager, he worked at ICBC International Capital Limited and ICBC International Securities Limited and he was responsible for fixed income investment. Subsequently, he joined Silk Road International Capital Limited and he was responsible for asset management. He has over 19 years of profound experience and expertise in investment management.

Mr. Song Pengcheng is a responsible officer of the Co-Manager and he focuses on fixed income investment. He is a member of the CFA Institute. Before joining the Co-Manager, he was an investment manager of VantagePoint Capital Partners, a senior investment manager of Arbor Ventures and head of M&A and Restructuring department of China Huarong Overseas Investment Holdings Co., Limited. He has profound experience and expertise, i.e. over 10 years' experience, in portfolio management (including fixed income investment) and cross-border transactions.

Rationale of the co-management arrangement of the Sub-Fund

Apart from managing the Group's own investment portfolio, the Co-Manager has no track record of managing public fund, as each of the Investment Manager and the Co-Manager can appoint up to two members to the Investment Committee, the Group can leverage the fund management experience of the Investment Manager while keeping the right to vote for or against any investment decision in the Investment Committee through the Co-Manager and thus, the Directors are of the view that such arrangement is beneficial to the Group.

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However, the Co-Manager does not intend to vote against the decision of the Investment Manager unless, and the Directors believe the chance is rare, the investment decision made by the Investment Manager will create excessive investment risk which is highly likely to negatively affect the steady return of the Sub-Fund.

REASONS AND BENEFITS OF THE SUBSCRIPTION

The Group has endeavoured in exploring opportunities for potential investments with a view to achieving better returns for its Shareholders. The Directors believe that (i) the Subscription represents a good opportunity for the Company to enjoy potential appreciation of the net asset value of the Sub-Fund without sacrificing the economic benefits of the Bonds Portfolio, it is not until new Investors invest in the Sub-Fund that the sharing of such economic benefits by the Group will be diluted; and (ii) the Fund can procure more favorable term such as higher loan to value ratio for securities margin financing compared with the Group. Subject to the Lock-up Period, the redemption mechanism of the Sub-Fund also provides flexibility to the Group to recover its Bonds Portfolio or the Subscription Amount in US$ if there are any future investment opportunities that are appropriate to the Group.

To the knowledge of the Directors, (i) the Investment Manager is licensed by the SFC to offer asset management services and as of 31 December 2019, it had over US$730 million (being approximately HK$5.7 billion) asset under management and it was engaged in management of three funds with fund size varied from US$20 million (being approximately HK$156 million) to approximately US$642 million (being approximately HK$5.0 billion); and (ii) the members of the Investment Committee appointed by the Investment Manager have at least 8 years of experience in securities investment or investment banking in Hong Kong and PRC. The Directors believe that the experience and capabilities of the Investment Manager will enable it to provide quality investment management service and bring favourable return to the Group.

Having considered the terms of the Subscription and the Private Placement Memorandum and the potential benefits as set out above, the Directors are of the view that the terms of the Subscription and the Private Placement Memorandum are fair and reasonable and on normal commercial terms, and the Subscription is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Subscription is more than 5% but is less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

''Board''	the board of Directors;
''Bonds Portfolio''	has the meaning ascribed to it in the section headed
	''Principal Terms of the Subscription - Bonds Portfolio'';
''business day''	any day (excluding Saturdays, Sundays, public holidays and
	days on which a tropical cyclone warning no. 8 or above or
	a ''black'' rainstorm warning signal is hoisted in Hong Kong
	at any time between the hours of 9:00 a.m. and 5:00 p.m.)
	on which licensed banks are open for general business in
	Hong Kong;
''CMSI''	CM Securities Investment Limited, a wholly-owned
	subsidiary of the Company;
''Company''	China Vered Financial Holding Corporation Limited, a
	company incorporated in Hong Kong with limited liability,
	the Shares of which are listed on the main board of the
	Stock Exchange (stock code: 245);
''Co-Manager''	the co-investment manager of the Sub-Fund, being CM
	Asset Management (Hongkong) Company Limited, is a
	limited company licensed by the SFC to conduct Type 4
	(advising on securities) and Type 9 (asset management)
	regulated activities;
''connected person(s)''	has the same meaning ascribed to it under the Listing Rules;
''Director(s)''	the director(s) of the Company;
''Fund''	OCI GLOBAL SPC;
''Fund Administrator''	the administrator of the Fund i.e. ICBC (Asia) Trustee
	Company Limited;
''Fund Directors''	the directors of the Fund, all of them are the executive
	directors of OCI International Holdings Limited;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;

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''Investment Committee''	the investment committee comprising a maximum of 4
	members appointed by the Investment Manager and the Co-
	Manager in accordance with terms and conditions of the co-
	management agreement entered into among the Fund, the
	Investment Manager and the Co-Manager on 31 July 2020;
''Investment Manager''	the investment manager of the Sub-Fund, being OCI Asset
	Management Company Limited, is a limited company
	licensed by the SFC to conduct Type 4 (advising on
	securities) and Type 9 (asset management) regulated
	activities;
''Investor(s)''	Investor(s) of the Sub-Fund who hold(s) the Participating
	Shares;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Management Fee''	has the meaning ascribed to it in the section headed
	''Principal Terms of the Subscription - Management Fee'';
''Management Shares''	the management shares of the Fund, each being a non-
	participating, non-redeemable, voting share of par value
	US$0.01 in the capital of the Fund;
''Managers''	the Investment Manager and the Co-Manager and either of
	the Investment Manager or the Co-Manager may be referred
	to as a Manager;
''Participating Shares''	Class D non-voting, redeemable and participating shares,
	each with a par value US$0.01 in the capital of the Fund
	attributable to the Sub-Fund;
''PRC''	The People's Republic of China, for the announcement, not
	including Hong Kong Special Administrative Region, Macau
	Special Administrative Region of the People's Republic of
	China and Taiwan;
''Private Placement	the private placement memorandum dated May 2020 issued
Memorandum''	by the Fund in relation to the private placing of shares in its
	segregated portfolios and the supplement dated July 2020
	containing specific information in respect of the Sub-Fund;
''Redemption Day''	the first business day of each quarter and such other day or
	days as the Investment Committee may determine;

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''Redemption Price''	the redemption price of a Participating Share will be equal
	to the net asset value per share of the Sub-Fund (less
	payment of any charges, fees, expenses or reserves as
	applicable with respect to such redeemed Participating
	Share) as at the Valuation Day immediately preceding the
	relevant Redemption Day;
''SFC''	the Securities and Futures Commission;
''Share(s)''	the ordinary share(s) of the Company;
''Shareholder(s)''	the holder(s) of the Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Sub-Fund''	OCI CMAM STEADY INCOME STRATEGY FUND SP of
	the Fund;
''Subscription''	the subscription by CMSI of the Participating Shares for a
	total of approximately US$37.5 million;
''Subscription Agreement''	the subscription agreement dated 31 July 2020 executed by
	CMSI in relation to the Subscription;
''Subscription Amount''	the amount paid and/or payable by CMSI for subscription of
	the Participating Shares;
''Subscription Day''	the first business day of each quarter and/or such other day
	or days as the Investment Committee may determine;
''US$''	U.S. dollars, the lawful currency of the United States;
''Valuation Day''	the business day immediately preceding each Redemption
	Day and each Subscription Day and/or such other day or
	days as the Fund Directors may determine; and
''%''	per cent.

In this announcement, for the purpose of illustration only, US$ have been converted into HK$ at the rate of US$1=HK$7.8 for the purpose of illustration only. No representation is made that any amounts can be or could have been converted at the relevant dates at the above rate or any other rates at all.

By order of the Board

China Vered Financial Holding Corporation Limited

Tomohiko Watanabe

Chairman

Hong Kong, 31 July 2020

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As at the date of this announcement, the Board comprises (1) Mr. Tomohiko Watanabe, Mr. Ni Xinguang, and Ms. Li Wei as executive directors of the Company; (2) Mr. Zhang Yang as non-executive director of the Company; and (3) Mr. Wang Yongli, Ms. Zhou Hui and Mr. Dong Hao as independent non-executive directors of the Company.

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