Citic Securities Company Limited(600030)
About China Merchants Securities Co.Ltd(600999) 2021
Special verification report on the deposit and actual use of raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as the sponsor of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” “issuer” or “company”) A-share continuous supervision, According to the requirements of relevant laws, regulations and normative documents 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the deposit and use of raised funds from China Merchants Securities Co.Ltd(600999) allotment were verified, and the following verification opinions were issued:
1、 Availability of 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, China Merchants Securities Co.Ltd(600999) publicly issued 1702997123 ordinary shares (A shares) in Shanghai Stock Exchange on July 20, 2020, with a par value of RMB 1.00 and an issue price of RMB 7.46 per share. The total amount of capital contribution paid by the original shareholders in monetary funds was RMB 1270435853758, RMB 12 Suzhou Veichi Electric Co.Ltd(688698) 71758 was actually received after deducting the relevant issuance expenses paid; 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.
China Merchants Securities Co.Ltd(600999) publicly issued 294120354 overseas listed foreign shares (H shares) on the stock exchange of Hong Kong on August 20, 2020, 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, use and special account balance of raised funds
As of December 31, 2021, according to the actual use, China Merchants Securities Co.Ltd(600999) has used A-share raised funds totaling 1268339883066 yuan and H-share raised funds totaling HK $235000000000 yuan, of which H-share raised funds are all used for capital increase of subsidiaries, which is converted into RMB 193914950000 yuan according to the central exchange rate of HK $to RMB 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, China Merchants Securities Co.Ltd(600999) has accumulated interest income of RMB 3058628643 based on the net amount of funds raised by a shares; 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) 501511141730 HKD 54229798694433828341 Co., Ltd
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 Overseas Chinese Co., Ltd. 442501 Shenzhen Quanxinhao Co.Ltd(000007) 0 Shenzhen Sed Industry Co.Ltd(000032) 88 HKD 42193493449740 City sub branch
Total 54511835184456887645
According to China Merchants Securities Co.Ltd(600999) raised funds management measures and in combination with business needs, China Merchants Securities Co.Ltd(600999) will implement a special account for the raised funds of A-Shares from July 21, 2020, set up a special account for the use of raised funds in the bank, and signed the three party supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “three party supervision agreement”) with the deposit bank and the sponsor to strictly approve the use of raised funds to ensure that the special funds are used exclusively, 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, China Merchants Securities Co.Ltd(600999) 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, and deposited and used the raised funds of H shares in accordance with the measures for the management of China Merchants Securities Co.Ltd(600999) raised funds.
For the use of the above raised funds, please refer to the attached table comparison table of the use of raised funds.
3、 Advance investment and replacement of raised investment projects
In 2021, China Merchants Securities Co.Ltd(600999) A shares were allotted without advance investment and replacement of raised investment projects.
4、 Temporary replenishment of working capital with idle raised funds
In 2021, China Merchants Securities Co.Ltd(600999) A-share allotment did not use idle raised funds to temporarily supplement working capital.
5、 Cash management of idle raised funds and investment in related products
In 2021, China Merchants Securities Co.Ltd(600999) A shares were allotted without cash management and investment related products for idle raised funds.
6、 Permanent replenishment of working capital or repayment of bank loans with over raised funds
China Merchants Securities Co.Ltd(600999) A shares are allotted without over raised funds.
7、 Use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
China Merchants Securities Co.Ltd(600999) A shares are allotted without over raised funds.
8、 Change the use of funds of raised investment projects
China Merchants Securities Co.Ltd(600999) 2021: there was no change in the use of funds for projects invested with raised funds.
9、 Utilization of raised funds
China Merchants Securities Co.Ltd(600999) A-share allotment raised funds have been used up. The balance of the company’s A-share allotment raised fund account is 834038 yuan, which is the balance interest of the raised fund account.
10、 Problems in the use and disclosure of raised funds
In 2021, China Merchants Securities Co.Ltd(600999) has timely, truly, accurately and completely disclosed the relevant information of raised funds in accordance 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the measures for the management of China Merchants Securities Co.Ltd(600999) raised funds, There are no violations in the management of raised funds.
11、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: China Merchants Securities Co.Ltd(600999) 2021’s management and use of the raised funds from A-share allotment comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds, and the raised funds are stored and used in a special account. There is no change in the purpose of raised funds and damage to the interests of shareholders, and there is no illegal use of raised funds. The recommendation institution has no objection to the deposit and use of the raised funds in China Merchants Securities Co.Ltd(600999) 2021.
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 cumulative items up to the end of the period have been changed or not, After the adjustment of the total investment commitment of the raised funds, whether the accumulative investment amount committed by the end of the period and the investment committed by the end of the period reach the expected feasibility of the current year is the progress (%) of the committed investment project including part of the total variable investment amount, investment amount, investment amount and promised investment amount, which can be realized until it is expected to change (if there is significant change in the daily benefit of the difference state) (Note 1) periodization
The capital increase of subsidiaries shall not exceed
And diversified cloth not applicable 105000000 not applicable 1050 Ping An Bank Co.Ltd(000001) 9391495101225483 not applicable 100% not applicable not applicable
