China Greatwall Securities Co.Ltd(002939) 2022
Announcement on public issuance of corporate bonds (phase II) to professional investors
Lead underwriter
Signed on: February, 2002
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important tips
1. On April 14, 2021, China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the “issuer”, “the company” or “the company”) was registered by the China Securities Regulatory Commission in the document of “CSRC license [2021] No. 1276” to publicly issue corporate bonds with a total face value of no more than RMB 10 billion to professional investors (hereinafter referred to as “the bonds”).
The issuer will issue the bonds in installments. ” China Greatwall Securities Co.Ltd(002939) 2022 public issuance of corporate bonds to professional investors (phase II)” (hereinafter referred to as “the bonds”) is the sixth issue under the bonds, and the issuance scale of the bonds is no more than RMB 1 billion (including RMB 1 billion).
2. The full name of this issue of bonds is China Greatwall Securities Co.Ltd(002939) corporate bonds publicly issued to professional investors in 2022 (phase II), and the bonds are referred to as “22 Great Wall 03”. The face value of each bond is 100 yuan, the number of bonds issued is no more than 10 million, and the issuing price is 100 yuan / piece.
3. According to the relevant provisions of the securities law, the bonds are only issued to professional investors, and ordinary investors are not allowed to participate in the issuance and subscription. After the bonds are listed, they will be subject to investor suitability management. Only professional investors can participate in the transaction, and the transaction behavior subscribed or purchased by ordinary investors is invalid.
4. According to the comprehensive assessment of united credit rating Co., Ltd., the current bond rating of the issuer is AAA and the main rating is AAA. By the end of September 2021, the total shareholders’ equity of the company was 19.658 billion yuan, of which the total shareholders’ equity attributable to the parent company was 19.164 billion yuan, and the consolidated asset liability ratio was 70.26% (the total assets and liabilities were net of the funds for securities trading and underwriting), The asset liability ratio of the parent company is 70.74% (the total assets and liabilities are deducted from the funds for buying and selling securities and underwriting securities); Prior to the listing of the bonds, the average annual distributable profit of the company in the last three fiscal years was 1.027 billion yuan (the average of the net profits of 586 million yuan, 992 million yuan and 1.502 billion yuan attributable to the owners of the parent company in 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of the bonds. The issuer’s financial indicators before the current issue comply with relevant regulations.
5. After the issuance, the company will submit an application for the listing and trading of the bonds to Shenzhen Stock Exchange as soon as possible. The conditions for listing in the Shenzhen Stock Exchange (hereinafter referred to as the “comprehensive trading platform”) and the “comprehensive trading platform of bonds” in the Shenzhen Stock Exchange at the same time are met. However, before the listing of the bonds, the company’s financial situation, operating performance, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the bonds can be approved by Shenzhen Stock Exchange. If the bonds cannot be listed bilaterally at that time, the investors have the right to choose to sell the bonds back to the company. The investment risk and liquidity risk caused by changes in the company’s operation and income shall be borne by the bond investors themselves. The current bonds cannot be listed on other trading places except Shenzhen Stock Exchange.
6. The bonds are unsecured.
7. The term of this bond is 5 years.
8. The inquiry range of the coupon rate of the current bond is 2.50% – 3.80%. The final coupon rate of the current bond will be determined by the issuer and the bookkeeping manager in the interest rate inquiry range in the form of bookkeeping and filing according to the offline inquiry and bookkeeping results.
The issuer and the bookkeeping manager will inquire the investor’s interest rate on February 16, 2022 (t-1), and determine the final coupon rate of the bonds according to the inquiry results. The issuer and the lead underwriter will be on the website of Shenzhen Stock Exchange on February 17, 2022 (t day)（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Please pay attention to the final coupon rate of the bonds announced on the. 9. The bonds are issued to professional investors (excluding buyers prohibited by laws and regulations) who have qualified A-share securities accounts opened by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The issuance takes the form of offline inquiry and placement to professional investors, and the issuer and the lead underwriter place the bonds according to offline inquiry, Please refer to “(VI) placement” of “III. offline issuance” of this announcement for specific placement principles. The specific issuance arrangement will be carried out in accordance with the relevant provisions of Shenzhen Stock Exchange.
10. The offline issuance objects are professional investors with qualified A-share securities accounts opened by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. Professional investors participate in offline inquiry and subscription by submitting offline inquiry and subscription application form to the bookkeeping manager. The minimum offline subscription amount of investors is 10 million yuan (including 10 million yuan), and those exceeding 10 million yuan must be an integral multiple of 1 million yuan.
11. Investors shall not illegally use other people’s accounts or funds for subscription, nor shall they finance or subscribe for others in violation of regulations. Investors who subscribe for and hold the bonds shall abide by the relevant laws and regulations and the relevant provisions of the CSRC, and bear the corresponding legal liabilities.
12. Investors are kindly requested to pay attention to the specific provisions on the issuance method, issuance object, issuance quantity, issuance time, subscription method, subscription procedure, subscription price and subscription fund payment of this issue of corporate bonds.
13. The issuer’s main credit rating is AAA, the rating outlook is stable, and the credit rating of the current bond is AAA. According to the notice on issues related to the issuance of the access criteria for pledge type repo qualification and the business guidelines for the value of discount coefficient of standard bonds (revised in 2017) issued by China Securities Depository and Clearing Co., Ltd., the bonds meet the basic conditions for pledge type repo transactions, The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
14. This announcement only explains the issues related to the issuance of the bonds and does not constitute any investment suggestions for the bonds. If investors want to know more about the bonds of this period, please carefully read the prospectus for public issuance of corporate bonds (phase II) to professional investors in China Greatwall Securities Co.Ltd(002939) 2022. For relevant information about this offering, investors can go to the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
15. For other matters related to the issuance of the bonds, the issuer and the lead underwriter will, as necessary, register on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Timely announcement on the website, please pay attention to investors.
16. The company promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by inquiry, agreement pricing, etc. the company will not manipulate the issuance pricing, operate in a dark box, seek illegitimate interests or transfer interests to other relevant stakeholders by means of holding on behalf of others, trust, etc., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and implement other actions that violate fair competition Acts of undermining market order.
17. If the company has directors, supervisors, senior managers, shareholders with a shareholding ratio of more than 5% and other related parties to participate in the subscription of the bonds, the company will disclose the relevant subscription in the announcement of issuance results.
18. The issuer is a listed company in Shenzhen Stock Exchange, with company abbreviation: China Greatwall Securities Co.Ltd(002939) , company code: 002939 SZ。 As of the date of this announcement, China Greatwall Securities Co.Ltd(002939) shares are in normal circulation.
interpretation
In this proclamation, the abbreviation has the following meanings unless otherwise stated:
Issuer, company and the company refer to China Greatwall Securities Co.Ltd(002939)
Current bonds refer to the corporate bonds publicly issued to professional investors in China Greatwall Securities Co.Ltd(002939) 2022 (phase II)
This issuance refers to the issuance of current bonds
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Measures for the administration of appropriateness refers to the measures for the administration of the appropriateness of investors in the bond market of Shenzhen Stock Exchange
Lead underwriter, Bookrunner and bonds refer to Guosen Securities Co.Ltd(002736) trustee and Guosen Securities Co.Ltd(002736)
Credit rating agencies and rating agencies refer to United credit rating Co., Ltd
Offline inquiry day (t-1 day) refers to February 16, 2022, which is the date on which investors’ offline inquiry is accepted for this offering
The first day of issuance and the start date of offline subscription refer to February 17, 2022, which is the start date of this issuance accepting investors’ online (T-day) subscription
Underwriting syndicate refers to the underwriting syndicate organized by the lead underwriter according to the underwriting syndicate agreement and composed of all parties signing the underwriting syndicate agreement. Yuan refers to RMB
1、 Basic information of this offering
1. Issuer: China Greatwall Securities Co.Ltd(002939) .
2. Name of current bonds: China Greatwall Securities Co.Ltd(002939) corporate bonds (phase II) will be publicly issued to professional investors in 2022, and the bonds are referred to as “22 Great Wall 03”.
3. Issuance scale of current bonds: the total issuance scale of this bond shall not exceed 10 billion yuan (including 10 billion yuan), which shall be issued by stages. This issue of bonds is the sixth issue of this bond, and the issuance scale is no more than RMB 1 billion (including RMB 1 billion).
4. Issuance method: this issue of bonds adopts the method of offline issuance, making inquiries from professional investors and placing according to bookkeeping and filing. See “(VI)” placement of “III. offline issuance” in this issuance announcement for the placing principle.
5. Face value and issuing price: the face value of the bonds is 100 yuan, which is issued at par.
6. Issuing object: the bonds are issued to professional investors who open A-share securities accounts in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and will not be placed preferentially to the shareholders of the company.
7. Bond term: the term of this bond is 5 years.
8. Bond interest rate and determination method: the current bond is a fixed interest rate bond. The coupon rate of the bonds is determined by the board of directors authorized by the general meeting of shareholders of the company (or the management of the company delegated by the board of directors) according to the market conditions at the time of issuance and the quotation of professional investors.
9. Bond form: real name bookkeeping corporate bonds. The current bonds subscribed by investors shall be recorded in the custody account opened by the bond registration institution. After the issuance of the current bonds, the bondholders may transfer and pledge the bonds in accordance with the provisions of the relevant competent authorities.
10. Principal and interest repayment method and payment amount: the current bond adopts simple interest, and the interest is calculated on an annual basis without compound interest. The interest shall be paid once a year, and the last interest shall be paid together with the principal. The amount of interest paid by the investors on the interest payment date of the current bonds every year is the product of the total face value of the current bonds held by the investors as of the closing of the interest payment creditor’s rights registration date and the corresponding face interest rate, The amount of principal and interest paid by the investor on the cashing date is the last interest of the current bond held by the investor as of the closing of the market on the registration date of cashing the creditor’s rights and the principal of the total face value of the bond held by the investor.
11. Method of interest payment and cashing: the payment of principal and interest of the current bonds will be made in accordance with the relevant provisions of the current bond registration authority. The list of bondholders will be counted, and the method of principal and interest payment and other specific arrangements will be handled in accordance with the relevant provisions of the bond registration authority.
12. Value date: the value date of this bond is February 21, 2022.
13. Registration date of interest payment creditor’s rights: it shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and bond registration and custody institution. After the closing of the market on the interest registration date, the holders of current bonds registered in the register are entitled to receive the interest for the interest period of the interest registration date.
14. Interest period: the interest period of this bond is from February 21, 2022 to February 20, 2027.
15. Interest payment date: the interest payment date of this bond is February 21 of each year from 2023 to 2027. In case of legal holidays or rest days, it shall be postponed to the first trading day thereafter, and the interest payment during the postponed period shall not be calculated separately.
16. Maturity date: the maturity date of the bonds is February 21, 2027.
17. Registration date of cashing creditor’s rights: the registration date of cashing creditor’s rights of current bonds will be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange and registration and custody institution.
18. Cashing date: the cashing date of current bonds is February 2, 2027
