Securities code: China Merchants Securities Co.Ltd(600999) securities abbreviation: China Merchants Securities Co.Ltd(600999) No.: 2022011 China Merchants Securities Co.Ltd(600999)
Announcement of resolutions of the 15th meeting of the 7th board of directors
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. 1、 Meetings of the board of directors
The notice of the 15th meeting of the 7th board of directors of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company) was sent by e-mail on March 11, 2021. The meeting was held in Shenzhen, Guangdong Province on March 27, 2021 by means of on-site combined communication.
The meeting was convened and presided over by Chairman Huoda. There were 13 directors who should attend and 13 actually attended. Due to the epidemic, all directors attended the meeting by telephone. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and China Merchants Securities Co.Ltd(600999) articles of association.
2、 Deliberations of the board meeting
The following proposals were adopted at this meeting:
(I) proposal on the work report of the board of directors in 2021
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(II) proposal on the performance report of the audit committee of the board of directors in 2021
(III) proposal on the company’s 2021 annual operation report
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
(IV) proposal on the company’s 2021 Annual Report
The 2021 annual report of the company includes A-share annual report and H-share annual report, which are prepared respectively in accordance with the relevant rules and Listing Rules of the regulatory authorities where the company’s securities are listed, Chinese accounting standards for business enterprises and international financial reporting standards. Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(V) proposal on the company’s 2021 annual financial statement report
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(VI) proposal on profit distribution of the company in 2021
In 2021, the company did not withdraw the statutory surplus reserve. Based on the total share capital registered on the date of equity distribution, the company distributed a cash dividend of 5.40 yuan (including tax) to all shareholders for every 10 shares, without giving bonus shares or converting the capital reserve into share capital.
Based on the total number of 8696526806 shares of the company as of December 31, 2021, the total distributed profit is 469612447524 yuan. If the total share capital of the company changes on the date of equity distribution, the company plans to maintain the total amount of distribution unchanged and adjust the amount of distribution per share accordingly.
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 actual distribution amount in Hong Kong dollars shall be calculated according to the average benchmark exchange rate of RMB to Hong Kong dollars published by the people’s Bank of China five working days before the shareholders’ meeting of the company to review the profit distribution plan.
Due to the need of the procedure of paying H-share dividends, the general meeting of shareholders is requested to agree to entrust Hong Kong Central Securities Trust Co., Ltd. as the trustee to be responsible for the dividend distribution of H-share shareholders of the company, and authorize Mr. Wu Huifeng as the authorizer to exercise the power on behalf of the company and issue instructions, guidelines, decisions, notices and approvals related to the agency agreement to the agent.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their independent opinions on the above proposals.
For details, please refer to the announcement of China Merchants Securities Co.Ltd(600999) 2021 annual profit distribution plan disclosed on the website of Shanghai Stock Exchange on the same day of this announcement.
(VII) voting on the company’s 2021 social responsibility report and environmental, social and Governance Report: 13 in favor, 0 against and 0 abstention.
(VIII) proposal on the company’s compliance report in 2021
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
(IX) proposal on the 2021 annual money laundering risk management report of the company
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
(x) report on the company’s internal control in 2021
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the above proposal as follows: in 2021, the company has fully implemented the 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.
（11） Proposal on the company’s internal control audit report in 2021
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
（12） Voting on the special report on the deposit and actual use of the company’s raised funds in 2021: 13 in favor, 0 against and 0 abstention.
（13） Proposal on the company’s 2022 financial budget report
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
（14） Proposal on employing the company’s audit institution in 2022
1. The company continues to employ Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang as the company’s 2022 financial report and internal control audit organization.
2. In 2022, Deloitte’s annual audit fee for the company will not exceed 4.25 million yuan (including accommodation, travel and other expenses, including tax).
3. The general meeting of shareholders is requested to authorize the board of directors. If the audit fee increases due to the change of audit content, the board of directors shall determine the adjustment of relevant audit fee.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company approved the above proposals in advance and expressed their agreed independent opinions.
For details, please refer to the announcement of China Merchants Securities Co.Ltd(600999) reappointment of accounting firm disclosed on the website of Shanghai Stock Exchange on the same day of this announcement.
（15） Proposal on the self operated investment quota of the company in 2022
1. The total amount of proprietary equity securities and their derivatives of the company shall not exceed 100% of the (real-time) net capital scale;
2. The total amount of self operated non equity securities and derivatives of the company shall not exceed 500% of the (real-time) net capital scale.
The above amount does not include the company’s long-term equity investment, which shall be determined and implemented in accordance with the relevant decision-making procedures of the company.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
（16） Proposal on 2022 annual guarantee authorization scheme of China Merchants Securities Co.Ltd(600999) International Co., Ltd. and its wholly-owned subsidiaries
1. China Merchants Securities Co.Ltd(600999) International Co., Ltd. (hereinafter referred to as “China Securities International”) or its wholly-owned subsidiaries provide guarantees for the entities that obtain financing or conduct transactions, including financing guarantees (including but not limited to bank loans, syndicated loans, issuance of bonds or notes, etc.), transaction guarantees (including but not limited to international derivatives framework agreement (ISDA), master clearing agreement The Bond Market Association (TBMA) / International Securities Management Association (ISMA), global master repurchase agreement (GMRA), global master securitieslending agreement (gmsla), master broker service agreement, physical trading of precious metal transactions, etc.) and other guarantees (including but not limited to lease guarantee, etc.);
2. Guarantee amount: the total amount of guarantee provided by China Merchants Securities International and its wholly-owned subsidiaries to the guaranteed shall not exceed HK $84 billion equivalent within the authorization period, of which the total amount of financing guarantee shall not exceed HK $12.9 billion equivalent;
3. Guarantee type: guarantee type specified by relevant laws and regulations such as guarantee guarantee, mortgage guarantee and pledge guarantee;
4. Guarantee objects: China Merchants Securities Co.Ltd(600999) International Limited, China Merchants Securities Co.Ltd(600999) (Hong Kong) Limited, China Merchants Futures (Hong Kong) Limited, China Merchants Securities Co.Ltd(600999) Investment Management (Hong Kong) Limited, China Merchants Securities (UK) Limited, China Merchants Securities Co.Ltd(600999) (Hong Kong) financing limited, China Merchants capital (Hong Kong) Limited, China Merchants Securities Co.Ltd(600999) (Hong Kong) fund service limited China Merchants Securities Co.Ltd(600999) asset management (Hong Kong) Limited and CMS international gemstone limited;
5. Authorization period: the validity period of the above guarantee matters is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting;
6. Authorize the chairman of China Merchants Securities International to decide the specific guarantee matters and amount.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
See the announcement of China Merchants Securities Co.Ltd(600999) on the guarantee authorization of China Merchants Securities Co.Ltd(600999) International Co., Ltd. and its wholly-owned subsidiaries in 2022 disclosed on the website of Shanghai Stock Exchange on the same day of this announcement for details.
（17） Proposal on the company’s expected daily connected transactions in 2022
When considering the related party transactions between the company and China Merchants Bank Co.Ltd(600036) and its subsidiaries, the related directors Huo Da, chairman, 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.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company approved the above proposals in advance and expressed their agreed independent opinions.
For details, please refer to the announcement of China Merchants Securities Co.Ltd(600999) on the company’s estimated daily connected transactions in 2022, which was disclosed on the website of Shanghai Stock Exchange on the same day as this announcement.
（18） Proposal on signing the 20222024 administrative procurement framework agreement between the company and China Merchants Group Co., Ltd
1. Agree that the company and China Merchants Group Co., Ltd. sign the administrative procurement framework agreement (20222024); 2. The upper limit of annual purchase between the company and China Merchants Group is:
Unit: RMB 10000
Trading items 2022 annual cap 2023 annual cap 2024 annual cap
Administrative procurement 8 Beijing Fengshangshiji Culture Media Co.Ltd(300860) 0 9000
Connected directors Huo Da, Liu Weiwu, Su min, Peng Lei and Gao Hong avoided voting and did not exercise voting rights on behalf of other directors.
Voting status of the proposal: 8 in favor, 0 against and 0 abstention.
The independent directors of the company approved the above proposals in advance and expressed their independent opinions as follows: the connected transaction between the company and China Merchants Group and its contacts is conducive to the long-term development of the company, is in line with the interests of the company and all shareholders, does not violate the principles of openness, fairness and impartiality, does not damage the interests of the company and minority shareholders, and will not affect the independence of the company. The voting of the proposal is 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 process, the connected directors avoid voting, and the decision-making process is legal and compliant
