Shang Hai Zheng Quan Bao·2025-12-01 18:43Core Viewpoint - The announcement details that China Merchants Securities Co., Ltd. will provide a guarantee for its wholly-owned subsidiary, CMS International Gemstone Limited, for the issuance of medium-term notes not exceeding 600 million RMB, with a guarantee period of three years [2][4]. Group 1: Guarantee Overview - The total guarantee amount is capped at 600 million RMB, with an existing guarantee balance of 1 billion RMB provided by China Merchants Securities International Limited for CMS International Gemstone Limited [2]. - The guarantee does not have a counter-guarantee and there are no overdue guarantees [3][4]. - The guarantee will take effect on December 1, 2025 [5]. Group 2: Internal Decision-Making Process - The guarantee was approved by the company's board of directors on April 18, 2025, and subsequently ratified at the annual shareholders' meeting on June 26, 2025 [6]. Group 3: Financial and Operational Details of the Guaranteed Entity - CMS International Gemstone Limited was established on August 18, 2021, with a registered capital of 1 USD and is located in the British Virgin Islands, primarily serving as an offshore bond issuer [7]. - The entity has a debt-to-asset ratio exceeding 70% as of the end of 2024, indicating a high level of leverage [3][8]. Group 4: Necessity and Reasonableness of the Guarantee - The issuance of the medium-term notes is aimed at supporting business development and enhancing liquidity [8]. - The risk associated with the guarantee is considered controllable as the parent company holds 100% equity in the subsidiary, allowing for oversight of its debt repayment capacity [8]. Group 5: Board of Directors' Opinion - The board believes that the guarantee is within the approved limits and will facilitate the development of the company's overseas business without harming the interests of the company or its shareholders [8]. Group 6: Current Guarantee Status - As of November 27, 2025, the company has no overdue guarantees and has not faced any litigation related to guarantees [9].