Securities code: China Merchants Securities Co.Ltd(600999) securities abbreviation: China Merchants Securities Co.Ltd(600999) No.: 2022014 China Merchants Securities Co.Ltd(600999)
With regard to the announcement of the company’s expected daily connected transactions in 2022, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
The daily related party transactions need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting on relevant proposals;
The daily related party transactions will not lead to the company’s greater dependence on related parties, damage the overall interests of the company and its shareholders, and affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company) deliberated and adopted the proposal on the company’s expected daily connected transactions in 2022 at the 15th meeting of the seventh board of directors held on March 27, 2022, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
According to the provisions of relevant systems, when considering the related party transactions between the company and China Merchants Bank Co.Ltd(600036) and its subsidiaries, the related directors Huoda, Liu Weiwu, Su min, Peng Lei, Gao Hong and Wang Daxiong avoided voting and did not exercise voting rights on behalf of other directors; When considering the related party transactions between the company and China Merchants Group Co., Ltd. and its related parties (including important upstream and downstream enterprises, excluding China Merchants Bank Co.Ltd(600036) and its subsidiaries), the related directors Huoda, Liu Weiwu, Su min, Peng Lei and Gao Hong avoided voting and did not exercise voting rights on behalf of other directors; When considering the related party transactions between the company and China Ocean Shipping Group Co., Ltd. and its related parties, the related directors Huang Jian and Wang Daxiong avoided voting and did not exercise voting rights on behalf of other directors; When considering the related party transactions between the company and the people’s life insurance company of China Limited and related parties, the related director Wang Wen avoided voting and did not exercise voting rights on behalf of other directors; When considering the transaction between the company and the directors, supervisors and senior management of the company and item 6 “daily connected transactions with other connected parties”, all directors avoided voting.
Voting of the proposal: unanimously approved by the non affiliated directors.
The related party transaction has been approved in advance by the independent directors of the company and issued the following independent 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.
3. The voting of the proposal is carried out in strict accordance with the relevant provisions of the China Merchants Securities Co.Ltd(600999) articles of association, the management system of related party transactions of China Merchants Securities Co.Ltd(600999) Co., Ltd. and other relevant provisions. During the voting process, the related directors avoid voting, and the decision-making process 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.
This related party transaction has been pre approved at the 8th meeting of the audit committee of the 7th board of directors before being submitted to the board of directors for deliberation.
(II) estimated amount of daily related party transactions in the current year and implementation of daily related party transactions in the previous year
1. Estimated daily related party transactions with China Merchants Bank Co.Ltd(600036) and its subsidiaries
1.1 expected transactions with China Merchants Bank Co.Ltd(600036) Co., Ltd. and its subsidiaries (excluding China Merchants Fund and its subsidiaries)
Estimated amount of related party transactions in the current year and actual amount of last year’s actual transaction items in the proportion of business of the same category (10000 yuan)
Due to the actual project and deposit interest, it is difficult to predict the scale of providing underwriting, distribution, financial consulting, custody and 5108283 3.31% financial services, and the income from asset management, agency trading of securities and other services
Accept the custody and consignment of financial products and the third-party deposit of customer funds based on the actual situation 2255597 3.56%
Estimated amount of related party transactions in the current year and actual amount of last year’s actual transaction items in the proportion of business of the same category (10000 yuan)
Disclosure of expenses arising from management, custody and other services, loan interest expenses
Investment banking business expenses such as interest expenses of borrowed funds and underwriting fees
Bank handling fee, settlement fee, etc
Interbank lending, bond trading, bond repurchase, bond lending
Foreign exchange transactions, interest rate swaps, OTC derivatives transactions, mutual 4664623530 – Securities and finance due to actual projects and the purchase or redemption of products managed or issued by the other party
It is difficult to predict the scale of products and transactions, resulting in total capital inflows
(note) interbank lending, bond trading, bond repurchase, bond lending
Disclosure of foreign exchange transactions, interest rate swaps, OTC derivatives transactions, mutual 5260539436 – purchase or redemption of products managed or issued by the other party
Total capital outflow generated by
Other rental and property management expenses 709288 16.34%
Note: Securities and financial products and transactions include fixed income products or transactions, equity products or transactions, financing transactions, other securities and financial products and derivatives or transactions, the same below
1.2 expected transactions with China Merchants Fund Management Co., Ltd. and its subsidiaries
Category of related party transactions: estimated amount of the current year actual transaction items of the previous year actual amount of the previous year accounting for the proportion of similar (10000 yuan) business
Income from financial services such as leasing trading seats, selling financial products on a commission basis, and buying and selling 1508174 1.61% securities on an agency basis
Due to the actual project and our purchase or redemption of products managed by related parties, with related parties
It is difficult to predict the scale. The capital inflow from OTC derivatives and equity swaps is 17515426 – the total amount of securities and financial assets actually occurred
Disclosure of products and transactions: we purchase or redeem products managed by related parties and cooperate with related parties
Capital outflow from OTC derivatives and equity swaps 31712680 – Total
Equity / asset transaction no more than RMB 500 million without 0- and joint investment
Due to actual project and
Other scales are difficult to predict, and the rental income of the computer room is 157.5% and 1.94% based on the actual situation
Situation disclosure
2. Daily related party transactions with China Merchants Group Co., Ltd. and its related parties (including important upstream and downstream enterprises, excluding China Merchants Bank and its subsidiaries) are expected
2.1 expected transactions with China Merchants Group Co., Ltd. and its holding subsidiaries
Category of related party transactions: estimated amount of the current year actual transaction items of the previous year actual amount of the previous year accounting for the proportion of similar (10000 yuan) business
Financial services provide underwriting, financial consulting, agency trading of securities and other services due to actual projects and regulations 366908 0.35%
Category of related party transactions: estimated amount of the current year actual transaction items of the previous year actual amount of the previous year accounting for the proportion of similar (10000 yuan) business
It is difficult to predict the income generated by business
5.42% and 0.09% of the actual investment bank handling fees and commission expenses revealed that the related parties purchased or redeemed the products managed by us and our company
17930837 – total capital inflow of securities and financial products arising from the purchase and redemption of financing products issued by related parties (note)
Purchase or redemption of products managed by us with related parties of the transaction, we 11741164
Total capital outflow from the purchase and redemption of financing products issued by related parties (note)
Equity / asset transaction no more than RMB 3 billion, joint investment with related parties 6454000 – and joint investment
Due to actual projects and regulations
Other models are difficult to predict. Lease fees, property management fees, administrative procurement expenses, 834584% and 8.51% of the actual situation are used to cover other expenses such as information technology service fees
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Note: among them, the total capital inflow and total capital outflow caused by the company and its holding subsidiaries to purchase and redeem the financing products issued by China Merchants Tongshang Financial Leasing Co., Ltd. are 147554 million yuan and 629 million yuan respectively.
2.2 expected transactions with other related parties of China Merchants Group (including important upstream and downstream enterprises)
2.2.1 expected transactions with Boshi Fund Management Co., Ltd. and its subsidiaries
Category of related party transactions: estimated amount of the current year actual transaction items of the previous year actual amount of the previous year accounting for the proportion of similar (10000 yuan) business
Provide financial consultant, trading seat leasing and financial agent sales
1408323% and 1.34% of the income from financial service products, custody, agency trading of securities and other services are due to actual projects and regulations
