China Merchants Securities Co.Ltd(600999) the 7th board of directors
Special instructions and independent opinions of independent directors on the company’s external guarantee in 2021
As an independent director of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), in accordance with the relevant provisions of the rules for independent directors of listed companies and China Merchants Securities Co.Ltd(600999) articles of association, the special instructions and independent opinions on the external guarantee of the company are as follows:
1、 Description of guarantee
1. On January 20, 2014, the first extraordinary meeting of the Fourth Board of directors of the company in 2014 deliberated and approved the company’s commitment to provide net capital guarantee of no more than RMB 500 million for China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. (hereinafter referred to as China Merchants asset management). On September 27, 2016, the 42nd meeting of the Fifth Board of directors of the company considered and agreed that the company would increase the net capital guarantee commitment of no more than RMB 3 billion for China Merchants asset management in stages, and authorized the company’s management to implement or terminate the net capital guarantee commitment in stages within the above-mentioned limit according to the actual operation of China Merchants asset management. By the end of the reporting period, the net capital guarantee balance provided by the company for investment promotion and asset management was 2 billion yuan;
2. In June 2021, the 2020 annual general meeting of shareholders of the company approved that the total amount of guarantees provided by China Merchants Securities Co.Ltd(600999) International Co., Ltd. (hereinafter referred to as China Securities International) and its wholly-owned subsidiaries to the guaranteed (China Securities International and its wholly-owned subsidiaries) within the authorization period shall not exceed HK $57 billion, of which the financing guarantee shall not exceed HK $14.5 billion. As of the end of the reporting period, the total amount of guarantee agreements provided by China Merchants Securities International and its wholly-owned subsidiaries was converted into about 24.114 billion yuan (including about 6.270 billion yuan of financing), and the total guarantee balance of actual loans and transactions at the end of the year was converted into about 5.597 billion yuan.
In addition to the above guarantees, the company has no other external guarantees as of December 31, 2021;
2、 The above guarantee matters do not harm the interests of the company and all shareholders, and we recognize the above guarantee matters;
3、 During the reporting period, the company did not provide guarantees for the actual controller and its affiliated enterprises, any unincorporated units or individuals, and did not enter into guarantee contracts in violation of laws, administrative regulations and the external guarantee resolution procedures stipulated by the CSRC. Fully protect the legitimate rights and interests of the company and all shareholders.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 27, 2022
China Merchants Securities Co.Ltd(600999) independent director
Independent opinions on the company’s profit distribution plan in 2021
After deliberation and approval by the board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), the company’s profit distribution plan for 2021 is as follows: in 2021, the company will not withdraw the statutory surplus reserve, and will distribute a cash dividend of 5.40 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution and equity registration, without giving bonus shares or converting the capital reserve into share capital. If the total number of shares of the company is 8696526806, the total distributed profit is 469612447524 yuan.
The above cash dividends are valued and announced in RMB and paid to A-share shareholders in RMB and H-share shareholders in Hong Kong dollars. The average amount of RMB in 2021 shall be calculated according to the actual exchange rate of Hong Kong dollars five working days prior to the announcement of the annual general meeting of shareholders of the people’s Bank of China.
After review, we believe that the profit distribution plan of the company in 2021 is reasonable, in line with the long-term interests of the company and shareholders, in line with the relevant provisions of the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies (revised in 2022), the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the China Merchants Securities Co.Ltd(600999) articles of association of the CSRC, and there is no damage to the rights and interests of small and medium-sized investors. We agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 27, 2022
China Merchants Securities Co.Ltd(600999) independent director
Independent opinions on the internal control evaluation report of the company in 2021
In accordance with the relevant laws and regulations such as the standards for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the rules for independent directors of listed companies and the relevant provisions of the articles of association, we, as independent directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), reviewed the internal control evaluation report of China Merchants Securities Co.Ltd(600999) 2021 based on our independent judgment, and now express our independent opinions as follows:
In 2021, the company has fully implemented internal control norms. The company has established internal control over the businesses and matters included in the evaluation scope, covering all links of the company’s operation, meeting the requirements of relevant national laws, regulations and departmental rules. All business activities of the company are carried out in strict accordance with relevant systems. All internal controls of the company are strict, sufficient and effective, which are in line with the actual situation of the company and can ensure the normal operation and management of the company. The internal control evaluation report of China Merchants Securities Co.Ltd(600999) 2021 complies with the requirements of the guidelines on internal control of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, and truly and completely reflects the internal control status of the company and the establishment and improvement of various systems.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di
March 27, 2022
China Merchants Securities Co.Ltd(600999) the independent director of the 7th board of directors
Prior approval opinions on the proposal on the company’s estimated daily connected transactions in 2022 China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company) plans to convene the board of directors to review the proposal on the company’s estimated daily connected transactions in 2022, and the company has submitted the proposal materials to us for prior consideration in accordance with the regulations.
In accordance with the relevant provisions of the rules for independent directors of listed companies, the China Merchants Securities Co.Ltd(600999) articles of association and the China Merchants Securities Co.Ltd(600999) related party transaction management system, as independent directors of the company, with a serious and responsible attitude and based on independent judgment, we reviewed the proposal on the company’s expected daily related party transactions in 2022 and issued the following prior approval opinions:
1. Relevant related party transactions are fair, the pricing refers to the market price, and will be carried out in accordance with general commercial terms or better terms, which is in line with the overall interests of the company and shareholders, and there is no damage to the interests of the company and its minority shareholders;
2. The development of relevant businesses meets the needs of the company’s business development and is conducive to promoting the company’s business growth.
Accordingly, we agree to submit the proposal to the board of directors of the company for deliberation, and the relevant related directors shall abstain from voting.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 11, 2022
China Merchants Securities Co.Ltd(600999) the independent director of the 7th board of directors
Independent opinions on the proposal on the company’s estimated daily connected transactions in 2022
As an independent director of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), he deliberated on the proposal on the company’s estimated daily connected transactions in 2022 in accordance with the rules for independent directors of listed companies, the China Merchants Securities Co.Ltd(600999) articles of association and the management system of China Merchants Securities Co.Ltd(600999) connected transactions.
1、 Basic information
According to the provisions on equity management of securities companies, the notice on Further Strengthening the supervision of related party transactions of securities companies issued by Shenzhen Securities Regulatory Bureau, the accounting standards for business enterprises, the stock listing rules of Shanghai Stock Exchange and the articles of association and the management system of related party transactions of the company, the company has estimated the transactions between the company and its holding subsidiaries and related parties in 2022. 2、 Independent opinions expressed
Relevant related party transactions are fair. The pricing refers to the market price and will be carried out in accordance with general commercial terms or better terms, which is in line with the overall interests of the company and shareholders, and there is no damage to the interests of the company and its minority shareholders.
The development of relevant businesses meets the needs of the company’s business development and is conducive to promoting the company’s business growth.
The voting of the proposal shall be carried out in strict accordance with the China Merchants Securities Co.Ltd(600999) articles of association, China Merchants Securities Co.Ltd(600999) related party transaction management system and other relevant provisions. During the voting process, the related directors avoid voting, and the decision-making procedure is legal and compliant.
Accordingly, we hereby give consent to the related party transactions in the proposal on the company’s expected daily related party transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 27, 2022
China Merchants Securities Co.Ltd(600999) the independent director of the 7th board of directors
About the company and China Merchants Group Co., Ltd
Prior approval opinions on signing the 20222024 administrative procurement framework agreement
As an independent director of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), the proposal on signing the 20222024 administrative procurement framework agreement between the company and China Merchants Group Co., Ltd. was reviewed in accordance with the rules for independent directors of listed companies, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the China Merchants Securities Co.Ltd(600999) articles of association and the management system of China Merchants Securities Co.Ltd(600999) connected transactions, And made the following prior approval opinions:
1. Agree to the related transactions of the proposal on signing the 20222024 administrative procurement framework agreement between the company and China Merchants Group Co., Ltd;
2. Agree to submit the proposal to the board of directors for deliberation;
3. When considering the proposal, the connected directors must withdraw from voting.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 11, 2022
China Merchants Securities Co.Ltd(600999) the independent director of the 7th board of directors
About the company and China Merchants Group Co., Ltd
Independent opinions on signing the 20222024 administrative procurement framework agreement
As an independent director of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), the proposal on signing the 20222024 administrative procurement framework agreement between the company and China Merchants Group Co., Ltd. was reviewed in accordance with the rules for independent directors of listed companies, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the China Merchants Securities Co.Ltd(600999) articles of association and the management system of China Merchants Securities Co.Ltd(600999) connected transactions. 1、 Basic information
In the past, the company and its subsidiaries had administrative procurement transactions with the controlling shareholder of the company (as defined in the Hong Kong Listing Rules) China Merchants Group Co., Ltd. and its contacts from time to time, and such transactions are expected to continue in the future. According to the connected transaction rules in Chapter 14A of the rules for the listing of securities on the stock exchange of Hong Kong Limited, the maximum applicable percentage rate calculated according to the annual cumulative amount is expected to exceed 0.1%, but not more than 5%, Both parties intend to sign the administrative procurement framework agreement. 2、 Independent opinions expressed
The connected transactions between the company and China Merchants Group and its contacts are conducive to the long-term development of the company and in line with the interests of the company and all shareholders. There is no violation of the principles of openness, fairness and impartiality, no behavior that damages the interests of the company and minority shareholders, and will not affect the independence of the company;
The voting of the proposal was carried out in strict accordance with the China Merchants Securities Co.Ltd(600999) articles of association and China Merchants Securities Co.Ltd(600999) related party transaction management system. During the voting, the connected directors avoided voting, and the decision-making procedure was legal and compliant.
Accordingly, we agree to the connected transactions of the proposal on signing the 20222024 administrative procurement framework agreement between the company and China Merchants Group Co., Ltd.
China Merchants Securities Co.Ltd(600999) the independent directors of the 7th board of directors: Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di March 27, 2022
China Merchants Securities Co.Ltd(600999) the independent director of the 7th board of directors
About the company and China Merchants Group Co., Ltd
Prior approval opinions on signing the 20222026 housing lease framework agreement
As an independent director of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), in accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the China Merchants Securities Co.Ltd(600999) articles of association and the management system of China Merchants Securities Co.Ltd(600999) connected transactions, the proposal on the signing of the 20222026 housing lease framework agreement between the company and China Merchants Group Co., Ltd. was reviewed and issued
