Tianfeng Securities Co.Ltd(601162) . China Post Securities Co., Ltd
About Citic Securities Company Limited(600030)
Verification opinions on cash management with temporarily idle A-share raised funds
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as " Tianfeng Securities Co.Ltd(601162) ") and China Post Securities Co., Ltd. (hereinafter referred to as "China Post securities") (hereinafter collectively referred to as "sponsor") are the sponsors of A-share allotment and public offering of securities of Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "company"), In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, Checked the cash management of Citic Securities Company Limited(600030) using some temporarily idle A-share raised funds, and expressed the following opinions:
1、 Basic information of raised funds
Approved by the reply on approving Citic Securities Company Limited(600030) share allotment (zjxk [2021] No. 3729) of China Securities Regulatory Commission, the company has completed A-share allotment and publicly issued 1552021645 shares of securities, with an issue price of 14.43 yuan per share and a total raised capital of 22395672337.35 yuan. After deducting the issuance related expenses, The net amount of funds actually raised was RMB 22318195731.58. The above payment was received on January 27, 2022. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's A-share allotment, and issued the capital verification report on Citic Securities Company Limited(600030) public offering of RMB common shares (A-share) (PWC Zhongtian Yan Zi (2022) No. 0111) on January 28, 2022. The company has stored the raised funds in a special account in accordance with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation The bank that deposits the raised funds has signed a tripartite supervision agreement on the storage of the special account for raised funds.
2、 Use of raised funds and idle reasons
According to the Citic Securities Company Limited(600030) A-share allotment manual and the availability of raised funds, the investment projects of the raised funds and the use plan of the raised funds after deducting the issuance expenses are as follows:
No. planned investment amount of investment projects with raised funds planned investment amount of raised funds
1. The development of capital intermediary business shall not exceed 19 billion yuan, about 13.318 billion yuan
2. Increase the investment in subsidiaries by no more than 5 billion yuan and 5 billion yuan
3. Strengthen the construction of information system, no more than 3 billion yuan and 3 billion yuan
4. Supplement other working capital of no more than 1 billion yuan and 1 billion yuan
The total is no more than 28 billion yuan, about 22.318 billion yuan
According to the use plan and actual rhythm of the company's A-share allotment raised funds, including:
1. RMB 5 billion is proposed to be used to increase the investment in subsidiaries. Due to the prior approval procedures of regulators for the establishment and capital increase of subsidiaries, some funds must be used after obtaining regulatory approval, and the rest must be invested according to the business capital needs of subsidiaries and after completing the relevant approval process. It is expected that some funds will have a certain idle period;
2. The RMB 3 billion to be used to strengthen the construction of information system shall be used in batches according to the construction progress of the company's information system.
To sum up, the company expects some A-share raised funds to have a certain idle period. In order to further improve the use efficiency of funds and make rational use of idle raised funds, the company plans to carry out cash management within the maximum amount of 8 billion yuan (including 8 billion yuan) without affecting the company's daily operation and ensuring the safety of raised funds, so as to better maintain and increase the value of the company's funds.
3、 Basic information of the proposed use of idle raised funds for cash management
(I) investment purpose
In order to further improve the use efficiency of funds and make rational use of idle raised funds, cash management is carried out on the premise of not affecting the company's daily operation and ensuring the safety of raised funds, so as to better maintain and increase the value of the company's funds. (II) types of investment products
Investment products with high investment security, good liquidity and investment period of no more than 12 months, including bank certificates of deposit, time deposits, structured deposits, appointment deposits and bank financial products. Such investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes. (III) capital limit
Within one year from the date of deliberation and approval by the board of directors, the amount of funds can be recycled and rolled. The capital limit is calculated based on the balance of investment products at any time point within 12 months.
(IV) investment period
Effective within one year from the date of deliberation and approval by the board of directors of the company. The term of investment products purchased shall not exceed one year, which will not affect the normal progress of the investment plan of raised funds. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds.
(V) implementation mode
The board of directors of the company authorizes the management to exercise the investment decision-making power within the scope of the authorized amount and sign relevant contract documents, and the general treasurer of the company is responsible for organizing the implementation.
(VI) source of funds
The funds for cash management using the temporarily idle raised funds come from the company's temporarily idle A-share allotment funds, which will not affect the construction of the company's investment projects and the normal use of the raised funds.
(VII) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and will not change the purpose of the raised funds in a disguised form.
4、 Investment risk and control measures
(I) investment risk
The company carries out cash management and invests in bank certificates of deposit, time deposits, structured deposits, appointment deposits and bank financial products. The risk is low and the overall risk is controllable, but it does not rule out that the investment income is affected by macroeconomic and market fluctuations.
(II) risk control measures
1. The company will handle relevant cash management business and standardize the use of raised funds in strict accordance with relevant provisions such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on Shanghai Stock Exchange and the company's measures for the administration of the use of raised funds.
2. The company will select bank certificates of deposit, time deposits, structured deposits, appointment deposits and bank financial products with low risk, which can provide Principal Guaranteed commitment and high security. The investment risk is small and within the company's control. Once it is found or judged that there are factors affecting the income of financial products, the company will take corresponding preservation measures in time to control the investment risk to the greatest extent.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
4. The company will establish an account, timely analyze and track the operation of funds, strengthen risk control and supervision, and strictly control the safety of funds.
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
5、 Impact on the company's operation
The company uses some idle raised funds for cash management on the premise of ensuring that the investment plan of raised funds is not affected, which will not affect the normal turnover needs of the company's project construction of raised funds, and there is no behavior of changing the purpose of raised funds. At the same time, timely cash management of the temporarily idle raised funds can improve the use efficiency of funds, increase the cash investment efficiency of the company and seek more investment returns for the shareholders of the company. 6、 Relevant review procedures and review opinions
(I) deliberations of the board of directors
On February 8, 2022, the company held the 35th meeting of the seventh board of directors, deliberated and approved the proposal on cash management using the funds raised from temporarily idle A shares, and agreed that the company would use the funds raised from the allotment of temporarily idle A shares of no more than 8 billion yuan (including 8 billion yuan) to carry out cash management, Within one year from the date of deliberation and approval by the board of directors, the amount of funds can be recycled and rolled.
(II) deliberation of the board of supervisors
On February 8, 2022, the company held the 13th meeting of the 7th board of supervisors, deliberated and adopted the proposal on cash management using the funds raised by temporarily idle A shares. The board of supervisors believes that the company's use of some temporarily idle A-share allotment raised funds for cash management is conducive to improving the use efficiency of the raised funds, will not have an adverse impact on business activities, is in line with the interests of the company and all shareholders, and there is no situation that affects the construction of the raised funds and changes the use purpose of the raised funds in a disguised form, There is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders. Therefore, it is agreed that the company will use the temporarily idle raised funds of no more than 8 billion yuan (including 8 billion yuan) for cash management.
(III) opinions of independent directors
The independent non-executive director of the company expressed independent opinions on the proposal on cash management with temporarily idle A-share raised funds. The independent non-executive director believes that under the premise of ensuring that the implementation progress of the company's investment projects with raised funds is not affected and the safety of raised funds is guaranteed, The company uses temporarily idle raised funds with a quota of no more than 8 billion yuan (including 8 billion yuan) for cash management. The investment products with high safety, good liquidity and an investment period of no more than 12 months, including bank certificates of deposit, time deposits, structured deposits, contractual deposits and bank financial products, have controllable overall risk, It can effectively improve the use efficiency of temporarily idle raised funds, obtain certain investment benefits, and meet the needs of the company's development; The above investment does not affect the normal implementation of the investment projects with raised funds, and there is no conflict with the investment projects with raised funds or change the purpose of the raised funds in a disguised form; The relevant deliberation and voting procedures of this matter comply with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. We have no objection to the above matters and agree to the proposal on cash management using temporarily idle raised funds.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some temporarily idle A-share allotment raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, comply with relevant laws and regulations and perform necessary legal procedures. The company's use of some temporarily idle A-share allotment raised funds for cash management complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and there is no situation of changing the use purpose of raised funds in a disguised manner, It does not affect the normal progress of the investment plan of the raised funds, and there is no situation that damages the interests of the shareholders of the company. The sponsor has no objection to Citic Securities Company Limited(600030) the cash management of the temporarily idle A-share raised funds of no more than 8 billion yuan (including 8 billion yuan). (no text below)
(there is no text on this page, which is the signature page of Tianfeng Securities Co.Ltd(601162) and the verification opinions of China Post Securities Co., Ltd. on Citic Securities Company Limited(600030) using temporarily idle A-share raised funds to carry out cash management)
Sponsor representative:
Lu Yongwei, Zhou Jianwen
Tianfeng Securities Co.Ltd(601162) (there is no text on this page, which is the signature page of Tianfeng Securities Co.Ltd(601162) and the verification opinions of China Post Securities Co., Ltd. on Citic Securities Company Limited(600030) using the temporarily idle A-share raised funds to carry out cash management)
Sponsor representative:
Cui Pingping, Li Yong
China Post Securities Co., Ltd. date:
