Group 1 - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities' acquisition of Wanhe Securities, allowing Guosen to become the major shareholder and Shenzhen Investment Holdings to be the actual controller of Wanhe [1][2] - Guosen Securities will acquire 2,183,877,825 shares of Wanhe Securities, representing 96.0792% of the total shares, through a share swap [2] - The CSRC requires Wanhe Securities to ensure risk isolation from Guosen Securities and to strictly regulate related transactions to prevent conflicts of interest [4] Group 2 - The acquisition is part of a broader trend of mergers and acquisitions in the securities industry, with notable examples including the merger of Guotai Junan and Haitong, and the formation of Guolian Minsheng Securities [5] - This merger is seen as a strategic move to optimize resource allocation and reduce market risks faced by smaller brokerages, while also addressing weaknesses in larger firms [5] - The integration plan must be submitted within one year, with a clear timeline for the merger process [4]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities to become the major shareholder of Wanhua Securities, acquiring 96.0792% of its shares through a share exchange [2][4]. Group 1: Regulatory Approval - The CSRC's approval allows Guosen Securities to issue shares for asset acquisition and change the major shareholder and actual controller of Wanhua Securities [4][7]. - Wanhua Securities is required to ensure risk isolation from Guosen Securities and to strictly regulate related transactions to prevent conflicts of interest [7]. Group 2: Acquisition Details - Guosen Securities plans to acquire 2,183,877,825 shares of Wanhua Securities, representing 96.0792% of the total shares [4]. - The acquisition process began in August 2024, with Guosen Securities announcing its intention to purchase 53.0892% of Wanhua Securities' shares [7]. Group 3: Industry Context - The acquisition of Wanhua Securities by Guosen Securities is part of a broader trend of mergers and acquisitions in the securities industry, including notable cases like "Guotai Junan + Haitong" and "Guolian + Minsheng" [8]. - This merger reflects a strategic move within local state-owned capital to optimize brokerage license resources and enhance collaboration across various business lines [8].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities to become the major shareholder of Wanhua Securities, acquiring 96.0792% of its shares through a share exchange [1][3]. Group 1: Acquisition Details - Guosen Securities will acquire 2,183,877,825 shares of Wanhua Securities, representing 96.0792% of the total shares [3]. - The approval allows Shenzhen Investment Holdings to become the actual controller of Wanhua Securities [3]. - Guosen Securities is required to develop a specific integration plan within one year, following the initial integration proposal submitted to the CSRC [6]. Group 2: Financial Overview - As of the end of December 2024, Guosen Securities reported total assets of 501.506 billion and net assets of 118.692 billion [6]. - The company achieved an operating income of 20.167 billion and a net profit attributable to the parent company of 8.217 billion in 2024 [6]. Group 3: Industry Context - The acquisition of Wanhua Securities by Guosen Securities is part of a broader trend of mergers and acquisitions in the securities industry, including notable combinations like Guotai Junan and Haitong [8]. - This merger reflects a shift towards optimizing resources within local state-owned enterprises, aiming to reduce market risks faced by smaller brokerages and enhance collaboration across various business lines [9].

Core Points - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities Co., Ltd. to issue shares for asset acquisition and to change the major shareholder and actual controller of Wanhua Securities Co., Ltd. [2] - Guosen Securities will issue a total of 348 million shares to Shenzhen Capital Operation Group Co., Ltd., 157 million shares to Shenzhen Kunpeng Equity Investment Co., Ltd., 49.64 million shares to Shenye Group Co., Ltd., 22.52 million shares to Shenzhen Innovation Investment Group Co., Ltd., 21.64 million shares to Shenzhen Yuanzhifuhai No. 10 Investment Enterprise (Limited Partnership), 21.10 million shares to Chengdu Jiaozi Financial Holding Group Co., Ltd., and 9.48 million shares to Haikou Financial Holding Group Co., Ltd. for the acquisition of related assets [2]. - CSRC has approved Guosen Securities to become the major shareholder of Wanhua Securities, with Guosen acquiring 2.184 billion shares of Wanhua Securities, representing 96.0792% of the total shares [2]. - CSRC emphasizes that Wanhua Securities must ensure risk isolation from Guosen Securities, strictly regulate related transactions, and prevent conflicts of interest and risk transmission [2]. - Guosen Securities is required to develop and submit a specific integration plan within one year, based on the preliminary integration plan submitted to CSRC, to ensure a smooth and orderly integration process [2].

| 国信证券股份有限公司 | | | | | | --- | --- | --- | --- | --- | | 关于晶瑞电子材料股份有限公司 | | | | | | 保荐人名称：国信证券股份有限公司 | | | 被保荐公司简称：晶瑞电材 | | | 保荐代表人姓名：刘伟 | | 联系电话：021-60936933 | | | | 保荐代表人姓名：庞海涛 | | 联系电话：0755-81983068 | | | | 一、保荐工作概述 | | | | | | 项目 工作内容 | | | | | | （1）是否及时审阅公司信息披露文件 | | 是 | | | | （2）未及时审阅公司信息披露文件的次数 | | | 0次 | | | （1）是否督导公司建立健全规章制度（包括但不 | | | | | | 限于防止关联方占用公司资源的制度、募集资金 | | | | | | 是 | | | | | | 管理制度、内控制度、内部审计制度、关联交易 | | | | | | 制度） | | | | | | （2）公司是否有效执行相关规章制度 | | 是 | | | | （1）查询公司募集资金专户次数 | | 2次 | | | ...

Summary of Key Points Core Viewpoint - The company has completed certain fundraising projects and plans to permanently supplement its working capital with the remaining funds from the issuance of convertible bonds, in compliance with relevant regulations and to support its subsidiary's operations [1][4][6]. Fundraising Basic Situation - The company raised a total of RMB 523 million through the issuance of convertible bonds, with a net amount of RMB 514.7 million after deducting issuance costs [1][2]. - The funds were deposited in a designated account at a bank, and the situation was verified by an accounting firm [1]. Fund Utilization and Project Status - The company has established a management system for the use of raised funds, ensuring strict approval procedures for fund usage [2]. - The "High-end Photoresist R&D Project for Integrated Circuit Manufacturing" has been transferred to a wholly-owned subsidiary, with a total investment commitment of RMB 304.7 million, of which RMB 188.3 million has been utilized, leaving a surplus of RMB 124.8 million [3][4]. Reasons for Surplus Funds - The surplus funds resulted from effective cost control and management during the project execution, ensuring that the overall project goals and quality were met [4]. Plan for Surplus Funds - The company intends to use the surplus funds of RMB 124.8 million to permanently supplement working capital for its subsidiary, which will enhance operational efficiency and reduce funding costs [4][5]. Approval Procedures - The board of directors and the supervisory board have approved the proposal to conclude the fundraising projects and allocate the surplus funds, which will be submitted for shareholder approval [5][6]. Sponsor's Verification Opinion - The sponsor has verified that the company's actions comply with relevant regulations and do not harm the interests of the company or its shareholders [6][8].

Core Viewpoint - The company and its subsidiaries plan to engage in foreign exchange derivative trading to hedge against currency fluctuations, thereby enhancing financial stability and risk management capabilities [2][3][7] Group 1: Basic Information on Foreign Exchange Derivative Trading - The primary investment objective is to mitigate risks associated with currency fluctuations due to the company's import and export activities, predominantly involving USD, JPY, and HKD [2][3] - The maximum contract value held on any trading day is expected to not exceed 6.5 million USD (or equivalent foreign currency), with a maximum margin and premium limit of 650,000 USD (or equivalent) [2][3][6] - The trading will be conducted with reputable domestic and foreign banks that have the qualifications for foreign exchange derivative trading [3][4] Group 2: Risk Analysis and Control Measures - The company aims to avoid speculative trading and focuses on hedging, although risks such as market liquidity and operational errors still exist [4][5] - Risk control measures include strict adherence to internal procedures, approval authority, and regular reporting of risk exposure changes to management [5][6] - The company has established a management system for foreign exchange derivative trading and has taken necessary risk control measures [7] Group 3: Approval Procedures - The board of directors has approved the foreign exchange derivative trading proposal, allowing the use of self-owned funds for the transactions without requiring shareholder approval [6][7] - The supervisory board supports the initiative, recognizing its potential to enhance financial stability and risk management without harming shareholder interests [6][7]

Core Viewpoint - The company, Shenzhen Water New Materials Co., Ltd., is utilizing part of its idle raised funds and self-owned funds for cash management to enhance fund efficiency and increase returns without affecting its operational projects [1][4]. Fundraising Overview - The total amount raised by the company is approximately RMB 599.99 million, with a net amount of RMB 587.85 million after deducting issuance costs. All funds have been received and stored in a dedicated account [1]. - The company plans to invest the raised funds in projects including the construction of a 45,000-ton special polymer material production facility and a headquarters base along with a synthetic biological materials innovation center [2]. Cash Management Plan - The company intends to use up to RMB 250 million of idle raised funds and RMB 200 million of self-owned funds for cash management, with the authorization valid for 12 months from the board's approval date [2][5]. - The investment products for idle raised funds will be low-risk, high liquidity, with a maturity not exceeding 12 months, including structured deposits and large certificates of deposit [3]. Risk Control Measures - The company will select investment products from reputable and financially stable institutions, continuously monitor the net value changes of these products, and take necessary actions if risks are identified [4]. - The audit department will conduct comprehensive checks on the investment products, and independent directors and the supervisory board will oversee the fund usage [4]. Approval Process - The board of directors and the supervisory board have approved the cash management plan, ensuring it does not affect the company's daily operations or the safety of funds [5][6]. - The cash management plan is within the decision-making authority of the board and does not require shareholder approval [5]. Sponsor's Opinion - The sponsor, Guosen Securities, has confirmed that the cash management plan complies with relevant regulations and has undergone necessary legal procedures [6].

Core Viewpoint - The company plans to temporarily use part of its idle raised funds to supplement working capital, ensuring that this will not affect the progress of its investment projects [1][4]. Fundraising Overview - The total amount of funds raised is approximately RMB 599.99 million, with a net amount of RMB 587.85 million after deducting issuance costs [1]. - The company has established a special account for the raised funds, which are all stored in this account [1]. Previous Use of Idle Funds - The company previously used up to RMB 200 million of idle raised funds to temporarily supplement working capital, which was fully returned to the special account by August 15, 2024 [2][3]. - The actual amount temporarily used for working capital was RMB 200 million, and the return was completed within 12 months [3]. Current Plan for Idle Funds - The company intends to use no more than RMB 180 million of idle raised funds to temporarily supplement working capital, with a usage period starting from August 22, 2025, and ending no later than August 21, 2026 [4][5]. - The funds will be used for production and operations, and will be returned to the special account by the due date [4]. Company Commitments - The company commits that the use of idle funds will not affect the normal progress of investment projects and will only be used for operations related to its main business [4][5]. - The company will not engage in securities investments or provide financial assistance to external parties during the period of using idle funds [4]. Approval Process - The decision to use idle funds was approved in the company's board and supervisory meetings, complying with relevant regulations and legal procedures [5].

国信证券股份有限公司 关于东莞市凯格精机股份有限公司 使用闲置募集资金（含超募资金）进行现金管理的核查意见 国信证券股份有限公司（以下简称"国信证券"、"保荐人"）作为东莞市凯 格精机股份有限公司（以下简称"凯格精机"、"公司"）首次公开发行股票并在 创业板上市的保荐人，根据《上市公司募集资金监管规则》《深圳证券交易所创 业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板 上市公司规范运作》等相关规定，对凯格精机使用闲置募集资金（含超募资金） 进行现金管理的事项进行了核查，具体情况如下： 一、募集资金基本情况 经中国证券监督管理委员会证监许可〔2022〕796 号文核准，并经深圳证券 交易所同意，公司向社会公众公开发行人民币普通股（A 股）1,900 万股，每股 面值为人民币 1.00 元，发行价为人民币 46.33 元/股，共计募集资金人民币 对公司首次公开发行股票的资金到位情况进行了审验，并出具了 XYZH/2022GZAA30194 号《验资报告》。公司对募集资金的存放和使用进行专户 管理，并与专户开设银行、保荐人签订了《募集资金三方监管协议》。 （一）投资目的 二、募集资金使用 ...