Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-013 China Greatwall Securities Co.Ltd(002939)
With regard to the announcement that the non-public offering of A-Shares constitutes a connected transaction (Revised Draft), 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.
1、 Overview of related party transactions
1. Related party transactions
After the deliberation and approval of the seventh meeting of the second board of directors of China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company), the fourth meeting of the second board of supervisors and the first extraordinary general meeting of shareholders in 2021, the company plans to issue RMB ordinary shares (A shares) in a non-public manner. 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 approved the proposal on adjusting the company’s non-public development of A-Shares and other proposals, and agreed to adjust the company’s issuance plan.
After adjustment, the number of shares in this non-public offering of the company shall not exceed 30% of the total share capital of the company before this offering, that is, no more than 931021605 shares, the total amount of funds raised shall not exceed 8.464 billion yuan, and the issuing objects shall be no more than 35 specific objects including Huaneng capital services Co., Ltd. (hereinafter referred to as Huaneng capital) that meet the conditions specified by the CSRC. Among them, Huaneng capital plans to contribute no less than 2 billion yuan and no more than 4637565052.53 yuan to subscribe for the non-public offering.
2. Related relationship
Huaneng capital is the controlling shareholder of the company. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, Huaneng capital is a related party of the company, and its participation in the company’s non-public offering constitutes a related party transaction.
3. Deliberations of the board of directors
On July 26, 2021, the company held the seventh meeting of the second board of directors, deliberated and approved the proposal on the company’s non-public development of A-Shares involving related party transactions and the proposal on the signing of conditional and effective share subscription agreement between the company and specific objects. Related directors have abstained from voting on relevant proposals, which have been voted by non related directors. See the announcement on resolutions of the seventh meeting of the second board of directors disclosed by the company on July 27, 2021 for the specific voting of each proposal. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions.
On August 13, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s non-public development of A-Shares involving related party transactions and the proposal on the signing of conditional share subscription agreement between the company and specific objects. The related shareholders have avoided voting on the relevant proposals, and the relevant proposals have been voted by the non related shareholders. See the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 disclosed by the company on August 14, 2021 for the specific voting of each proposal.
On February 18, 2022, the company held the 13th meeting of the second board of directors, deliberated and approved the proposal on adjusting the company’s non-public development of A-Shares and the proposal on related party transactions involving the company’s non-public development of a shares. The related directors have avoided voting on the relevant proposals, and the relevant proposals have been voted by the non-related directors, See the announcement on the resolution of the 13th meeting of the second board of directors disclosed by the company on the same day for the specific voting of each proposal. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions. Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, the above matters need not be submitted to the general meeting of shareholders for deliberation.
4. The above related party transactions do not constitute a major asset reorganization or listing under the measures for the administration of major asset reorganization of listed companies. Matters related to this non-public offering can only be implemented after being approved by the CSRC and other regulatory authorities.
2、 Basic information of issuing object
1. Basic information
Company name: Huaneng capital services Co., Ltd
English Name: Huaneng Capital Services Corporation Ltd
Legal representative: ye CAI
Registered address: floor 10-12, building C 4, No. 2 Fuxingmen South Street, Xicheng District, Beijing
Office address: floor 10-12, building C 4, No. 2 Fuxingmen South Street, Xicheng District, Beijing
Date of establishment: December 30, 2003
Registered capital: 980 million yuan
Unified social credit Code: 91110000710932363d
Business scope: investment and investment management; Asset management; Entrusted management of assets; Investment and management consulting services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
2. Equity control relationship
As of the disclosure date of this announcement, the equity structure of Huaneng capital is as follows:
3. Main business
Huaneng capital is the financial asset investment, management professional organization and financial service platform of China Huaneng Group Co., Ltd., the actual controller of the company. Its subsidiaries mainly include China Greatwall Securities Co.Ltd(002939) , Yongcheng Property Insurance Co., Ltd., Huaneng Guicheng Trust Co., Ltd., Huaneng Carbon Asset Management Co., Ltd., Huaneng Tiancheng financial leasing Co., Ltd., Baocheng Futures Co., Ltd; The business covers traditional financial fields such as securities, insurance, trust, fund, futures and leasing, as well as emerging financial fields such as carbon assets and private equity management.
4. Development status and operating results of main businesses in recent three years
Huaneng capital has comprehensive business and has become a financial holding company with complete categories. Its main business involves traditional financial fields such as securities, insurance, trust, fund, futures and leasing, as well as emerging financial fields such as carbon assets, private equity management and Internet finance. The categories are relatively complete, the product structure has been continuously improved, the comprehensive strength is strong, and the profitability has been stable in the past three years. By the end of 2018, 2019 and 2020, the total assets of Huaneng capital were 129.781 billion yuan, 153.095 billion yuan and 178.062 billion yuan respectively; The net assets were 52.895 billion yuan, 56.433 billion yuan and 62.870 billion yuan respectively. In 2018, 2019 and 2020, Huaneng capital realized total operating revenue of 12.024 billion yuan, 13.575 billion yuan and 18.457 billion yuan respectively; The net profit was 4.243 billion yuan, 5.068 billion yuan and 7.236 billion yuan respectively.
5. Main financial data of the latest year
(1) Main data of consolidated balance sheet
Unit: 10000 yuan
December 31, 2020
Total assets 17806210.17
Total liabilities 11519219.44
Owner’s equity 6286990.73
Owner’s equity attributable to the parent company 3869568.69
Note: the financial data of 2020 have been audited by Deloitte Touche Tohmatsu (special general partnership).
(2) Main data of consolidated income statement
Unit: 10000 yuan
Project 2020
Total operating income 1845667.55
Operating profit 903005.98
Total profit 905863.84
Net profit 723639.05
Net profit attributable to owners of the parent company 457426.23
Note: the financial data of 2020 have been audited by Deloitte Touche Tohmatsu (special general partnership).
(3) Main data of consolidated cash flow statement
Unit: 10000 yuan
Project 2020
Net cash flow from operating activities -263233.01
Net cash flow from investment activities -361981.44
Net cash flow from financing activities 1171433.29
Net increase in cash and cash equivalents 544443.56
Balance of cash and cash equivalents at the end of the period 2240742.38
Note: the financial data of 2020 have been audited by Deloitte Touche Tohmatsu (special general partnership).
6. Other instructions
Upon inquiry, Huaneng capital does not belong to the dishonest executee.
3、 Subject matter of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
4、 Pricing policy and basis of this connected transaction
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、 Main contents of the conditional share subscription agreement
The company and Huaneng capital signed a conditional share subscription agreement on July 26, 2021. The main contents are as follows:
1. Contract subject
Party A (issuer): China Greatwall Securities Co.Ltd(002939)
Party B (subscriber): Huaneng capital services Co., Ltd
2. Subscription price and pricing principle
The issuing price of Party A’s non-public offering shall not be less than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing base date (excluding the pricing base date) (the average trading price of Party A’s shares in the 20 trading days before the pricing base date = the total trading volume of Party A’s shares in the 20 trading days before the pricing base date ÷ the total trading volume of Party A’s shares in the 20 trading days before the pricing base date) 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 of Party A before the non-public offering. If Party A has ex right and ex interest matters such as dividend distribution, share distribution, share allotment, 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 this issuance to the issuance date, the above-mentioned net asset value per share will be adjusted accordingly.
If Party A has ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of the subject stock will be adjusted with reference to the following rules:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the cash dividend per share is D, and the issue price after adjustment is P1, then:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two simultaneously:
