Citic Securities Company Limited(600030)
About China Merchants Securities Co.Ltd(600999)
Annual report on continuous supervision in 2021
Name of the sponsor: name of the sponsored company:
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ) China Merchants Securities Co.Ltd(600999) (hereinafter referred to as” China Merchants Securities Co.Ltd(600999) “)
Contact: 01060837684
Citic Securities Company Limited(600030) sponsor representative name: Zhao Wencong contact address: Citic Securities Company Limited(600030) building, No. 48, Liangmaqiao Road, Chaoyang District, Beijing
Contact: 01060837674
Citic Securities Company Limited(600030) sponsor representative name: Wang Chen contact address: Citic Securities Company Limited(600030) building, No. 48, Liangmaqiao Road, Chaoyang District, Beijing
With the approval of the reply on the approval of China Merchants Securities Co.Ltd(600999) allotment of shares (zjxk [2020] No. 723) by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” “the company” or “the issuer”) was approved to allot 1715702444 A shares (hereinafter referred to as “A-share allotment”) to the original shareholders. The A-share allotment was completed on July 31, 2020. The total amount of funds raised was 1270435853758 yuan. After deducting various issuance expenses of 2095970692 yuan, the net amount of funds actually raised was 1268339883066 yuan. Deloitte Touche Tohmatsu (special general partnership) has issued a capital verification report (DSB (y) Zi (20) No. 00339) on the issuer’s paid in newly increased registered capital as of July 21, 2020.
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” sponsor “or” sponsor “) serves as the sponsor for the issuance and continuous supervision of China Merchants Securities Co.Ltd(600999) A-share allotment, and Citic Securities Company Limited(600030) appoints Zhao Wencong and Wang Chen as the sponsor representatives for the continuous supervision of China Merchants Securities Co.Ltd(600999) A-share allotment. According to the measures for the administration of securities issuance and listing recommendation business of the CSRC and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant regulations, China Merchants Securities Co.Ltd(600999) the continuous supervision period is the remaining time of the year when the securities are listed and the next complete accounting year, that is, the continuous supervision period of A-share allotment is until December 31, 2021. During the period of continuous supervision, the sponsor shall continuously supervise China Merchants Securities Co.Ltd(600999) through daily communication, regular return visit, due diligence and other means. The details are as follows:
1、 Overview of sponsor work
Work content completion or supervision
1. Establish, improve and effectively implement the continuous supervision system, and formulate the corresponding work plan for the specific continuous supervision work according to the work progress. 2. According to the relevant provisions of the CSRC, sign the continuous supervision agreement with the listed company or relevant parties before the commencement of the continuous supervision work, and have signed the recommendation agreement with China Merchants Securities Co.Ltd(600999) which has defined the double discussion (hereinafter referred to as the “agreement”), Clarify the rights and obligations of both parties during the period of continuous supervision, and report to Shanghai stock exchange for filing. 3. Carry out continuous supervision by means of daily communication, regular return visit, on-site inspection, due diligence and China Merchants Securities Co.Ltd(600999) maintaining close daily communication, regular return visit and targeted inspection, and specially carry out due diligence on the matters under continuous supervision
4. During the period of continuous supervision, those who make public statements on the violations of laws and regulations of the listed company in accordance with relevant regulations shall report to Shanghai Securities Regulatory Commission before disclosure. After verification, as of the signing date of this report, China Merchants Securities Co.Ltd(600999) there is no report required by the stock exchange. After being reviewed by Shanghai Stock Exchange, they shall make an announcement on the media of violations of laws and regulations of the issuer designated to make public statements. 5. During the period of continuous supervision, the listed company or relevant parties have violated laws and regulations Any violation of commitments and other matters shall be reported to Shanghai Stock Exchange within five working days from the date of discovery or should be found. As of the signing date of this report, the listed company or relevant parties have not violated the report, including the violation of laws and regulations or breach of commitments by the listed company or relevant parties, the specific situation of violation of regulations, breach of commitments and other matters, the supervision measures taken by the sponsor, etc. 6. Supervise the listed company and its directors, supervisors Senior managers comply with laws, regulations, departmental rules and regulations issued by Shanghai Stock Exchange. As of the signing date of this report, there are no violations of laws and regulations; Business rules and other normative documents issued by relevant parties, and earnestly fulfill their commitments made without violating their commitments. 7. Supervise listed companies to establish, improve and effectively implement corporate governance systems, including but not limited to the general meeting of shareholders, the board of directors and the board of supervisors China Merchants Securities Co.Ltd(600999) have established, improved and effectively implement the rules of procedure of corporate governance systems and the code of conduct of directors, supervisors and senior managers. 8 Supervise listed companies to establish, improve and effectively implement internal control systems, including but not limited to financial management system, accounting system and internal control system. China Merchants Securities Co.Ltd(600999) has established and improved internal control systems, which comply with the audit system of the Department, as well as the use of raised funds, related party transactions and the requirements of relevant laws and regulations, and have been effectively implemented, which can ensure the guarantee outside the company, foreign investment, derivative transactions 9. Supervise listed companies to establish and improve and effectively implement the information disclosure system China Merchants Securities Co.Ltd(600999) has established and improved the information disclosure system, established the degree, reviewed the information disclosure documents and other relevant documents, and has a fully complete information disclosure system, The recommendation institution has verified the documents and information disclosure documents and other relevant documents submitted by the listed company to Shanghai stock exchange according to the required reasons, and confirmed that their legal documents are free of false records, misleading statements or major omissions.
See “II. Sponsor’s review of information disclosure of listed companies” for details
10. The information disclosure documents of listed companies and other documents submitted to the CSRC and Shanghai Stock Exchange have been reviewed in advance. Relevant documents have been reviewed in advance and corrected and supplemented in time. For details, for the information disclosure documents with problems, the listed company shall timely urge the listed company to correct or supplement “II. The sponsor’s review of the information disclosure of the listed company”. If the listed company does not correct or supplement, it shall timely report to the Shanghai Stock Exchange. 11. If the information disclosure documents of the listed company are not reviewed in advance, the relevant documents shall be reviewed in time within five trading days after the listed company performs its information disclosure obligations. See “II. The sponsor completes the review of relevant documents within the listing day and reviews the information disclosure of problematic companies” for details. The information disclosure documents shall timely urge the listed companies to correct or supplement
Work content completion or supervision
If the listed company fails to make corrections or supplements, it shall report to the Shanghai Stock Exchange in time. 12. Pay attention to the administrative verification of the listed company or its controlling shareholders, actual controllers, directors, supervisors and senior managers by the CSRC. As of the signing date of this report, China Merchants Securities Co.Ltd(600999) there has been no such punishment, disciplinary action by the Shanghai Stock Exchange or regulatory concern letter issued by the Shanghai Stock Exchange, And urge them to improve the internal control system and take measures to correct it. 13. Continue to pay attention to the performance of commitments of listed companies, controlling shareholders and actual controllers. If there is no breach of commitments by listed companies, controlling shareholders and actual controllers, such as China Merchants Securities Co.Ltd(600999) current controlling shareholders and actual controllers, timely report to the Shanghai Stock Exchange on relevant commitments. 14. Pay attention to the reports of public media on listed companies, Timely check market rumors. After verification, it is found that the listed company has major matters that should be disclosed but not disclosed or the information and matters that are not disclosed. After verification, as of the signing date of this report, China Merchants Securities Co.Ltd(600999) there is no such inconsistency, the listed company shall be urged to disclose truthfully or clarify the situation in a timely manner; If the listed company does not disclose or clarify, it shall report to the Shanghai Stock Exchange in time. 15. If one of the following circumstances is found, the sponsor shall urge the listed company to make an explanation and make corrections within a time limit, and report to the Shanghai Stock Exchange: (I) the listed company is suspected of violating the listing rules and other relevant business rules of the Shanghai Stock Exchange; (II) the professional opinions issued by the securities service institution and its signatories may be false. After verification, as of the signing date of this report, China Merchants Securities Co.Ltd(600999) there are no violations of laws and regulations or other improper situations such as such records, misleading statements or major omissions; (III) the listed company is under the circumstances specified in articles 71 and 72 of the recommendation measures; (IV) the listed company does not cooperate with the sponsor’s continuous supervision; (V) other situations that the Shanghai Stock Exchange or the sponsor deems necessary to report. 16. Formulate the on-site inspection work plan for the listed company, clarify the relevant work plan for the on-site inspection, and clarify the current on-site inspection work requirements to ensure the quality of the on-site inspection work. 17. Under one of the following circumstances, the listed company, Special on-site inspection shall be conducted on the listed company within 15 days from the date of knowing or should know or within the time limit required by Shanghai Stock Exchange: (I) non operational occupation of funds of the listed company by controlling shareholders, actual controllers or other related parties; (II) providing guarantee for others in violation of regulations; After verification, as of the signing date of this report, China Merchants Securities Co.Ltd(600999) no such (III) illegal use of raised funds has occurred; (IV) illegal securities investment and hedging business; (V) related party transactions are obviously unfair or fail to perform the examination and approval procedures and information disclosure obligations; (VI) performance loss or operating profit decreased by more than 50% over the same period of last year; (VII) other circumstances required by Shanghai Stock Exchange 18. Supervise the company to establish the special account storage system for raised funds. After verification, as of the signing date of this report, China Merchants Securities Co.Ltd(600999) has established and inquired the special account storage system for raised funds, and the net amount of raised funds has been used to support business development after the issuance and has no other purpose
2、 Sponsor’s review of information disclosure of listed companies
The recommendation institution reviewed the information disclosure documents of China Merchants Securities Co.Ltd(600999) 2021 in advance or afterwards, checked the content and format of the information disclosure documents and the relevant procedures performed, China Merchants Securities Co.Ltd(600999) has disclosed the information in accordance with the relevant provisions of the regulatory authorities, and publicly issued various announcements in accordance with the law to ensure that all major information disclosures are timely, accurate, true and complete without false records Misleading statements or material omissions. 3、 Whether the listed company has any matters that should be reported to the CSRC and the Shanghai stock exchange according to the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange
China Merchants Securities Co.Ltd(600999) there are no matters that should be reported to the CSRC and the Shanghai Stock Exchange in accordance with the measures for the administration of securities issuance and listing recommendation business and the relevant rules of the Shanghai Stock Exchange.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) on China Merchants Securities Co.Ltd(600999) 2021 annual report on continuous supervision) signature of the sponsor representative:
Zhao Wencong, Wang Chen
Citic Securities Company Limited(600030) mm / DD / yyyy
