Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-011 China Greatwall Securities Co.Ltd(002939)
Announcement on adjusting the company’s non-public offering of a shares
The company and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company) passed the proposals related to the company’s non-public offering of A-Shares at the seventh meeting of the second board of directors, the fourth meeting of the second board of supervisors and the first extraordinary general meeting of shareholders in 2021.
On February 18, 2022, the company held the 13th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the company’s non-public development of A-Shares and other proposals, comprehensively considered the capital market policies, the actual situation of the company and other factors, carefully analyzed and repeatedly communicated with relevant parties, The company adjusted the non-public offering plan as follows:
Before adjustment:
3. Issuing object and subscription method
The issuing objects of this issuance are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Huaneng capital services Co., Ltd. (hereinafter referred to as Huaneng capital), the shareholder Shenzhen Energy Group Co.Ltd(000027) (hereinafter referred to as Shenzhen Energy Group Co.Ltd(000027) ), Shenzhen xinjiangnan Investment Co., Ltd. (hereinafter referred to as Shenzhen xinjiangnan). In addition to Huaneng capital, Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan, the scope of other issuance objects is: securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal persons, natural persons and other special subjects. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
In addition to Huaneng capital, Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan, other specific issuing objects shall be submitted to the general meeting of shareholders to authorize the board of directors and the authorized person of the board of directors to negotiate and determine with the sponsor (lead underwriter) according to the bidding results after obtaining the approval of the CSRC.
All issuers subscribe for the shares issued this time in cash.
If the national laws and regulations have new provisions on the issuing object of non-public issuance of a shares, the company will adjust according to the new provisions. If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuance price shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the audited net asset value per share attributable to the shareholders of the parent company at the end of the latest period before the issuance (hereinafter referred to as the issuance base price). If the company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment and conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before the issuance to the issuance date, the above-mentioned net asset value per share will be adjusted accordingly.
The calculation formula of the company’s average stock trading price 20 trading days before the pricing benchmark date is (the following parameters shall use the data officially published by Shenzhen Stock Exchange): the average stock trading price 20 trading days before the pricing benchmark date = the total stock trading volume 20 trading days before the pricing benchmark date / the total stock trading volume 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, allotment of shares and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment.
On the basis of the above-mentioned issuance reserve price, the final issuance price shall be submitted to the shareholders’ meeting to authorize the board of directors and authorized persons of the board of directors of the company to negotiate and determine with the sponsor (lead underwriter) according to the bidding results in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance is approved by the CSRC in accordance with the authorization of the shareholders’ meeting.
Huaneng capital, the controlling shareholder of the company, the shareholder Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan do not participate in the market bidding process of this issuance pricing, but promise to subscribe at the same price as other investors according to the market bidding results. If the issue price cannot be generated through bidding, Huaneng capital and Shenzhen Energy Group Co.Ltd(000027) agree to participate in the subscription with the issue base price as the subscription price, and Shenzhen xinjiangnan will not participate in the subscription.
5. Number of issues
The number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance, that is, no more than 931021605 shares (including this number). Among them, the subscription amount of Huaneng capital is not less than 2 billion yuan, not more than 4637565052.53 yuan, Shenzhen Energy Group Co.Ltd(000027) the subscription amount is not less than 300 million yuan, not more than 800 million yuan, and the subscription amount of Shenzhen xinjiangnan is not more than 1.236 billion yuan; Number of shares subscribed = issued subscription amount / final issue price per share, and the mantissa of less than 1 share is rounded off.
If the company’s share capital increase and other matters are adjusted before the issuance date of the company’s share capital and the date of transfer of the company’s share capital due to the change of the total share capital before the issuance date of the resolution of the board of directors.
The final issuance quantity will be submitted to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to negotiate and determine with the sponsor (lead underwriter) within the upper limit of the issuance quantity approved by the CSRC according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance.
6. Restricted period
In accordance with the relevant provisions of the administrative measures, the implementation rules and the No. 10 guidance, and in combination with the actual situation of the company’s controlling shareholders and actual controllers, after the completion of this issuance: the shares subscribed by Huaneng capital for this issuance shall not be transferred within 60 months from the date of the completion of this issuance; The shares subscribed by Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan for this issuance shall not be transferred within 36 months from the date of completion of this issuance; The shares subscribed by other issuers holding more than 5% (including 5%) of the company’s shares shall not be transferred within 36 months from the date of the end of the issuance; The shares of this issuance subscribed by the issuing object holding less than 5% of the company’s shares shall not be transferred within six months from the date of the end of this issuance. Where there are other provisions in laws and regulations on the restricted sale period of non-public shares and shares held by shareholders of securities companies, such provisions shall prevail. The reduction of the aforesaid shares after the expiration of the restricted sale period shall also comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the articles of association. After the end of this offering, the shares of the company increased due to bonus shares, capital reserve converted into share capital and other reasons subscribed by the issuing object shall also comply with the above-mentioned arrangement of the restricted sale period.
8. Purpose and amount of raised funds
The amount of funds raised in this offering does not exceed 10 billion yuan (including this amount). After deducting the issuance expenses, it is planned to be used to increase the company’s capital, supplement the company’s working capital and repay debts, so as to support the company’s future business development, improve the company’s market competitiveness and risk resistance, and promote the realization of the company’s strategic development objectives. The funds raised in this non-public offering will be used in the following aspects:
No. the raised funds are invested in the amount to be invested
1. The investment in capital intermediary business shall not exceed 5 billion yuan
2. The investment in securities investment business shall not exceed 2.5 billion yuan
3. The debt repayment shall not exceed 2.5 billion yuan
Total no more than 10 billion yuan
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this issuance are in place, the company can invest with self raised funds first according to the implementation progress and actual situation of the investment projects with raised funds, and replace them after the raised funds arrive. If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, the company will adjust and finally decide the specific investment projects, priority order and specific investment amount of each project invested by the raised funds according to the actual amount of raised funds and the priorities of the projects. The insufficient part of raised funds shall be raised by the company itself. The general meeting of shareholders is requested to authorize the board of directors and authorized persons of the board of directors to make corresponding adjustments to the investment projects and use arrangements of the raised funds according to the authorization of the general meeting of shareholders, changes in market conditions and the actual situation of the company.
After adjustment:
3. Issuing object and subscription method
The issuing objects of this issuance are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Huaneng capital services Co., Ltd. (hereinafter referred to as Huaneng capital). In addition to Huaneng capital, other issuing objects include: securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal persons, natural persons and other specific subjects. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
In addition to Huaneng capital, other specific issuance objects shall be determined by the board of directors or persons authorized by the board of directors within the scope of authorization of the general meeting of shareholders and after obtaining the approval of the CSRC, and shall be negotiated with the sponsor (lead underwriter) according to the bidding results.
In accordance with Article 23 of the detailed rules for the implementation of non-public offering of shares by listed companies, the issuer and the recommendation institution will issue an invitation for subscription to the investors, the top 20 shareholders and other qualified objects, including the investors who have submitted the letter of intent for subscription after the announcement of the resolution of the board of directors, but the controlling shareholders, actual controllers, directors, supervisors Senior managers and their related parties that control or exert significant influence shall not participate in the bidding. All issuers subscribe for the shares issued this time in cash.
If the national laws and regulations have new provisions on the issuing object of non-public issuance of a shares, the company will adjust according to the new provisions. If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuance price shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the audited net asset value per share attributable to the shareholders of the parent company at the end of the latest period before the issuance (hereinafter referred to as the issuance base price). If the company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment and conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before the issuance to the issuance date, the above-mentioned net asset value per share will be adjusted accordingly.
The calculation formula of the company’s average stock trading price 20 trading days before the pricing benchmark date is (the following parameters shall use the data officially published by Shenzhen Stock Exchange): the average stock trading price 20 trading days before the pricing benchmark date = the total stock trading volume 20 trading days before the pricing benchmark date / the total stock trading volume 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, allotment of shares and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment.
On the basis of the above-mentioned issuance reserve price, the final issuance price shall be determined by the board of directors or the person authorized by the board of directors within the scope authorized by the general meeting of shareholders and after the issuance is approved by the CSRC, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, and through negotiation with the sponsor (lead underwriter) according to the bidding results.
Huaneng capital, the controlling shareholder of the company, does not participate in the market bidding process of pricing this offering, but promises to subscribe at the same price as other investors according to the market bidding results. If the issue price cannot be generated through bidding, Huaneng capital agrees to participate in the subscription with the issue reserve price as the subscription price.
5. Number of issues
The number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance, that is, no more than 931021605 shares (including this number). Among them, the subscription amount of Huaneng capital this time is no less than 2 billion yuan and no more than 4637565052.53 yuan. Number of shares subscribed = issued subscription amount / final issue price per share, and the mantissa of less than 1 share is rounded off.
If the company’s share capital increase and other matters are adjusted before the issuance date of the company’s share capital and the date of transfer of the company’s share capital due to the change of the total share capital before the issuance date of the resolution of the board of directors.
The final issuance quantity will be determined by the board of directors or the person authorized by the board of directors through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the upper limit of issuance quantity approved by the CSRC.
6. Restricted period
In accordance with the relevant provisions of the administrative measures, the implementation rules and the No. 10 guidance, and in combination with the actual situation of the company’s controlling shareholders and actual controllers, after the completion of this issuance: the shares subscribed by Huaneng capital for this issuance shall not be transferred within 60 months from the date of the completion of this issuance; The shares of this issuance subscribed by the issuing object holding more than 5% (including 5%) of the company’s shares shall not be transferred within 36 months from the date of completion of this issuance; The shares of this issuance subscribed by the issuing object holding less than 5% of the company’s shares shall not be transferred within six months from the date of the end of this issuance. Where there are other provisions in laws and regulations on the restricted sale period of non-public shares and shares held by shareholders of securities companies, such provisions shall prevail. The reduction of the aforesaid shares after the expiration of the restricted sale period shall also comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the articles of association. After the end of this offering, the shares subscribed by the issuing object are the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons
