China Merchants Securities Co.Ltd(600999)
Special report on the deposit and actual use of raised funds in 2021
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as "the company") the board of directors 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange No. 1 - standardized operation of China Securities Regulatory Commission, A special report on the deposit and actual use of the raised funds from the allotment and public offering of A-Shares and H shares as of December 31, 2021 (hereinafter referred to as the "report on the deposit and actual use of the raised funds"). The special description of the deposit and actual use of the raised funds as of December 31, 2021 is as follows: I. Basic information of the raised funds
The company was deliberated and approved by the first extraordinary general meeting of shareholders in 2019, the first A-share general meeting of shareholders in 2019 and the first H-share general meeting of shareholders in 2019 held on May 20, 2019, the first A-share general meeting of shareholders in 2020 and the first H-share general meeting of shareholders in 2020 held on May 19, 2020, With the approval of the approval of China Merchants Securities Co.Ltd(600999) allotment (zjxk [2020] No. 723) and the approval of China Merchants Securities Co.Ltd(600999) overseas listed foreign shares allotment (zjxk [2019] No. 1946) issued by the China Securities Regulatory Commission, new shares were allotted to the original shareholders of A-Shares and overseas listed foreign shares, and the allotment of A-Shares and H shares were successfully completed on July 20 and August 20, 2020, respectively.
Among them, the company publicly issued 1702997123 ordinary shares (A shares) in Shanghai Stock Exchange on July 20, 2020, with a par value of 1.00 yuan and an issue price of 7.46 yuan per share. The total amount of capital contribution paid by the original shareholders in monetary capital was 1270435853758 yuan. After deducting the relevant issuance expenses paid, the company actually received 12 Suzhou Veichi Electric Co.Ltd(688698) 71758 yuan; After deducting other payable and unpaid issuance expenses, the net amount of actually raised funds is RMB 1268339883066, including the newly increased paid in share capital of RMB 170299712300 and the newly increased capital reserve of RMB 1098040170766. The net amount of the above-mentioned A-share actually raised funds has been verified by Deloitte Huayong Certified Public Accountants (special general partnership) and issued a capital verification report with the report number of DSB (y) Zi (20) No. 00339.
On August 20, 2020, the company publicly issued 294120354 overseas listed foreign shares (H shares) on the stock exchange of Hong Kong stock exchange, with a par value of RMB 1.00 and an issue price of HK $8.185 per share. A total of 294120354 shares were issued, and the total amount of raised funds received was HK $240737509749, equivalent to RMB 215334887720; After deducting the issuance expenses, the net raised funds amounted to HK $234884273675, equivalent to RMB 210099285117, of which the newly increased paid in share capital was equivalent to RMB 29412035400 and the newly increased capital reserve was equivalent to RMB 180687249717. The above net amount of H shares actually raised has been verified by Deloitte Huayong Certified Public Accountants (special general partnership) and issued a capital verification report with report no. DSB (y) Zi (20) No. 00499. 2、 Deposit and management of raised funds
As of December 31, 2021, according to the actual use, the company has used A-share raised funds totaling 1268339883066 yuan and H-share raised funds totaling HK $235000000000 yuan, of which all H-share raised funds are used for capital increase of subsidiaries, which is converted into RMB 193914950000 according to the central exchange rate of Hong Kong dollars to people's dollars at the time of capital increase. As of December 31, 2021, the balance of the special bank account for A-share raised funds was 834038 yuan (all interest on the balance of the raised funds account); The balance of the special bank account for H-share raised funds is HK $5451183518, which is converted according to the central exchange rate of HK $to RMB on December 31, 2021. The total balance of the above H-share raised funds bank account is equivalent to RMB 4456887644, including the interest income of the H-share raised funds bank account and the retention of the expenses to be paid.
As of December 31, 2021, the company has accumulated interest income of RMB 3058628643 based on the net amount of A-share raised funds; Based on the net amount of H-share raised funds, the accumulated interest income is HK $487987160, equivalent to RMB 398978302.
As of December 31, 2021, the deposit of A-share raised funds is as follows:
Balance in original currency of bank account no. of deposit bank (RMB)
Bank Of China Limited(601988) Shenzhen 771873760513 RMB 834038 Shenzhen Shangbu sub branch
As of December 31, 2021, the deposit of H-share raised funds is as follows:
Balance in original currency of bank account no. of deposit bank (RMB)
Bank Of China Limited(601988) Co., Ltd. 777068048485 HKD 1999998916351991 Shenzhen Shangbu sub branch
Standard Chartered Bank (China) has a limited liability company of HK $501511141730, HK $5422979869 and 4433828341
Bank Of Communications Co.Ltd(601328) Co., Ltd. 4438999911 Guangzhou Improve Medical Instruments Co.Ltd(300030) 24837 HKD 39843113257573 Shenzhen Shangbu Sub Branch China China Construction Bank Corporation(601939) Co., Ltd
Shenzhen OCT Branch Co., Ltd. 442501 Shenzhen Quanxinhao Co.Ltd(000007) 0 Shenzhen Sed Industry Co.Ltd(000032) 88 HKD 42193493449740
Total 54511835184456887645
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the measures for the management of China Merchants Securities Co.Ltd(600999) raised funds (hereinafter referred to as the "management measures") in combination with the actual situation of the company.
In accordance with the company's management measures and in combination with business needs, the company has implemented a special account for the storage of A-share raised funds since July 21, 2020, established a special account for the use of raised funds in the bank, and signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "tripartite supervision agreement") with the deposit bank and the sponsor to strictly approve the use of raised funds, so as to ensure the special use of funds, There is no significant difference between the content of the agreement and the tripartite supervision agreement on the special account storage of raised funds of Shanghai Stock Exchange (model). As of December 31, 2021, the company has deposited and used the raised funds of A-Shares in strict accordance with the provisions of the tripartite supervision agreement on the storage of raised funds in the special account, and deposited and used the raised funds of H shares in accordance with the management measures of the company.
The recommendation institution and the accounting firm have issued verification reports and audit reports on this report respectively, and have no objection to the deposit and use of the company's raised funds in 2021. 3、 Changes in the investment projects of raised funds and the actual use of raised funds this year
According to the instructions on the use of the raised funds in the share allotment prospectus, the company plans to use the raised funds according to the following amounts:
No more than 10.5 billion yuan for capital increase and diversified layout of subsidiaries;
No more than RMB 2 billion for capital intermediary business;
No more than RMB 2 billion for capital investment business;
The supplementary working capital shall not exceed RMB 500 million;
As of December 31, 2021, the remaining interest has been paid in accordance with the actual use of the funds raised and the purpose of the company's commitment, and the remaining interest has been paid according to the actual use of the funds raised. See Annex I "comparison table of use of raised funds" of this report for details. 4、 Problems in the use and disclosure of raised funds
The company has stored, used and managed the raised funds in strict accordance with the management measures, the tripartite supervision agreement and the provisions of relevant laws and regulations, and has fulfilled relevant obligations without violation of laws and regulations. The information disclosure of the raised funds of the company is not timely, untrue, inaccurate or incomplete.
China Merchants Securities Co.Ltd(600999) March 27, 2022 Annex I: comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 147843917, and the total amount of raised funds invested in this year is 19391495
The total amount of raised funds with changed purposes during the reporting period is not applicable to the total amount of raised funds invested 146225483
The proportion of total raised funds with changed purposes during the reporting period is not applicable
Whether the accumulated investment projects up to the end of the period have been changed, Including the total investment after the adjustment of the promised investment of the raised funds of the Department, the difference between the total investment as of the end of the period, the promised cumulative investment amount as of the end of the period and whether the promised investment is feasible as of the end of the period in the scheduled current year is the progress of the difference between the total investment amount, the invested amount and the invested amount of the current year (%) (Note 1) significant changes in the daily benefits of the state
Capital increase of subsidiaries and not applicable not more than not applicable not more than 19391495101225483 not applicable 100% not applicable not applicable not applicable not applicable no diversified layout 1050 Ping An Bank Co.Ltd(000001) 05000000
Capital intermediary business not applicable not more than not applicable not more than 020000000 0 100% not applicable not applicable not applicable no 200 China Vanke Co.Ltd(000002) 0000000
Capital investment business not applicable not more than not applicable not more than 020000000 0 100% not applicable not applicable not applicable no
