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 ...

Group 1 - The core point of the news is that Guosen Securities has received approval from the CSRC to acquire Wanhe Securities, marking the official registration and effectiveness of the merger and acquisition project [2][5]. - Guosen Securities will work with Wanhe Securities to develop a specific integration plan within one year, following the preliminary integration scheme submitted to the CSRC [5][6]. - The acquisition involves Guosen Securities obtaining 2.184 billion shares of Wanhe Securities, representing 96.0792% of the total shares, through a share exchange [5][6]. Group 2 - The approval process for the acquisition took over a year, with the initial announcement made on August 2, 2024, and the final approval from the CSRC received on August 22, 2025 [6]. - The share price for the acquisition was adjusted from 8.6 yuan per share to 8.25 yuan per share, and the number of shares issued increased from 604 million to 629 million, accounting for 6.14% of the total post-issue share capital [6]. - Wanhe Securities reported a revenue of 5 million yuan and a net profit of 523,909 yuan for 2024, with a significant decline in revenue and profit in the first five months of 2025 [9]. Group 3 - The merger is characterized as a restructuring of assets under the same actual controller rather than a typical strong alliance, reflecting a reassessment of resource allocation by local state-owned assets [8]. - Guosen Securities aims to position Wanhe Securities as a leading regional broker in specific business areas, particularly in cross-border asset management within the Hainan Free Trade Port [9]. - The integration of branch offices is a key focus, with both companies undergoing a reduction in their branch networks, indicating a trend towards optimizing operational efficiency [11].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities' application to issue shares for the acquisition of assets, allowing it to become the major shareholder of Wanhua Securities, with Shenzhen Investment Holdings Co., Ltd. recognized as the actual controller of Wanhua Securities [2][6]. Group 1: Acquisition Details - Guosen Securities will issue a total of 348 million shares to Shenzhen Capital Operation Group Co., Ltd. and other entities to acquire related assets [6]. - The acquisition will result in Guosen Securities obtaining 2.184 billion shares of Wanhua Securities, representing 96.0792% of the total shares [6]. - The transaction is valued at 5.192 billion yuan [7]. Group 2: Strategic Implications - The acquisition is seen as a typical case of a leading brokerage acquiring a regionally focused brokerage, with market attention on the integration of resources post-acquisition [5]. - Guosen Securities plans to leverage Wanhua Securities' location in the Hainan Free Trade Port to enhance its cross-border financial services and overall profitability [5]. - The CSRC has mandated that Wanhua Securities must ensure risk isolation from Guosen Securities and strictly regulate related transactions to prevent conflicts of interest [6]. Group 3: Timeline of Events - On August 21, 2024, Guosen Securities announced a suspension regarding the planned acquisition of Wanhua Securities [7]. - The board approved the acquisition plan on December 6, 2024, and received preliminary approval from the Shenzhen State-owned Assets Supervision and Administration Commission on December 20, 2024 [7]. - The Shenzhen Stock Exchange accepted the application on April 10, 2025, and approved the transaction on June 19, 2025 [7].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved Guosen Securities' issuance of shares to acquire assets and has also approved the change of major shareholders and actual controllers of Wanhua Securities [1] Group 1: Share Issuance Details - Guosen Securities will issue a total of 3.48 billion shares to Shenzhen Capital Operation Group Co., Ltd., 1.57 billion shares to Shenzhen Kunpeng Equity Investment Co., Ltd., 496.36 million shares to Shenye Group Co., Ltd., 225.23 million shares to Shenzhen Innovation Investment Group Co., Ltd., 216.42 million shares to Shenzhen Yuanzhifu Hai No. 10 Investment Enterprise (Limited Partnership), 210.99 million shares to Chengdu Jiaozi Financial Holding Group Co., Ltd., and 94.83 million shares to Haikou Financial Holding Group Co., Ltd. for the acquisition of related assets [1] Group 2: Approval of Shareholder Changes - The CSRC has approved Guosen Securities to become the major shareholder of Wanhua Securities and has also approved Shenzhen Investment Holding Co., Ltd. as the actual controller of Wanhua Securities [1] - Guosen Securities will acquire 2.184 billion shares of Wanhua Securities, representing 96.0792% of the total shares of the company, through a share swap [1]

证监会对国信证券通过换股方式依法取得万和证券21.84亿股股份（占公司股份总数的96.0792%）无异 议。万和证券应当切实做好与国信证券的风险隔离，严格规范关联交易，严防利益冲突和输送风险。国 信证券应当会同万和证券按照报送证监会的初步整合方案确定的方向，在一年内制定并上报具体整合方 案，明确时间表，妥善有序推进整合工作。 对于收购万和证券的目的，国信证券此前表示，此次交易完成后，公司将充分发挥交易带来的协同作 用，对万和证券进行资源整合，同时利用万和证券注册地海南自由贸易港跨境金融服务试点的先发优 势，凭借公司自身突出的市场化能力及业务创新能力，进一步提升公司综合盈利水平。 2024年8月21日，国信证券发布《关于筹划发行股份购买资产事项的停牌公告》，披露收购万和证券的 初步计划，又一起证券业合并重组案例进入投资者视线。此后，国信证券更新收购方案，计划向深圳市 资本运营集团有限公司、深圳市鲲鹏股权投资有限公司、深业集团有限公司、深圳市创新投资集团有限 公司、深圳远致富海十号投资企业（有限合伙）、成都交子金融控股集团有限公司、海口市金融控股集 团有限公司7名对象发行股份收购万和证券96.0792%股份，交易 ...

此外，国信证券获准向深圳市资本运营集团有限公司发行347,731,432股股份、向深圳市鲲鹏股权投资有 限公司发行157,198,746股股份、向深业集团有限公司发行49,635,777股股份、向深圳市创新投资集团有 限公司发行22,522,843股股份、向深圳远致富海十号投资企业（有限合伙）发行21,642,013股股份、向成 都交子金融控股集团有限公司发行21,099,811股股份、向海口市金融控股集团有限公司发行9,483,061股 股份，总计628,314,683股，用于购买相关资产。 本次发行股份购买资产注册批复自下发之日起12 个月内有效。国信证券应当会同万和证券按照报送证 监会的初步整合方案确定的方向，在一年内制定并上报具体整合方案，明确时间表，妥善有序推进整合 工作。 8月22日，国信证券发布公告，证监会核准国信证券成为万和证券主要股东，并通过换股方式取得万和 证券2,183,877,825股股份，占其总股本的96.0792%。深圳市投资控股有限公司获准成为万和证券实际控 制人。 ...