Guosen Securities Co.Ltd(002736)
Public issuance of corporate bonds to professional investors in 2022 (phase II)
Issuance announcement
publisher
Lead underwriter and bond trustee
Address: North block, Zhuoyue Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Co lead underwriter
Address: Building 1, yard 8, Xiying street, Fengtai District, Beijing Address: unit A02, 101 / F and 28 / F, Allianz building, No. 4018, Jintian Road, Futian District, Shenzhen
Address: No. 689, Guangdong Road, Shanghai address: Jintian Road, Futian street, Futian District, Shenzhen, Guangdong
Floors 10-19, South Tower, energy building 2026
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 notes
1. Guosen Securities Co.Ltd(002736) (hereinafter referred to as “the issuer” or “the company”) has obtained the document No. [2021] 1976 of China Securities Regulatory Commission on June 9, 2021, agreeing that the issuer will publicly issue corporate bonds with a total face value of no more than 30 billion yuan (including 30 billion yuan) (hereinafter referred to as “the bonds”) to professional investors.
The issuer’s bonds are issued in installments. The ” Guosen Securities Co.Ltd(002736) 2022 public issuance of corporate bonds to professional investors (phase II)” (hereinafter referred to as “the bonds”) is the seventh issue under the bonds, with an issuance scale of no more than RMB 2.6 billion (including RMB 2.6 billion).
2. The face value of each bond is 100 yuan, the number of bonds issued is no more than 26 million, and the issuing price is 100 yuan / piece.
3. According to the relevant provisions of the measures for the administration of corporate bond issuance and trading, 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. (hereinafter referred to as “united credit”), the issuer’s current bond rating is AAA and the main rating is AAA. By the end of September 2021, the total owner’s equity in the issuer’s consolidated financial statements was 94.573 billion yuan, including 94.555 billion yuan of net assets attributable to shareholders of listed companies, and the issuer’s consolidated asset liability ratio was 68.03%. The average annual distributable profit of the issuer in the last three fiscal years is 4.983 billion yuan (the average net profit attributable to the owner of the parent company in 2018, 2019 and 2020 is 3.423 billion yuan, 4.910 billion yuan and 6.616 billion yuan respectively), which is expected to be no less than 1.5 times the one-year interest of the current bond. 5. During the reporting period, the net cash flow from the issuer’s operating activities fluctuated greatly. In 2018, 2019, 2020 and January September 2021, the net cash flow from the issuer’s operating activities was -4468212100 yuan, 28641814000 yuan, – 3472276600 yuan and -7991268700 yuan respectively. In 2018, the net cash flow from operating activities increased by 80.52% year-on-year, mainly due to the increase in funds received from repurchase business. In 2019, the net cash flow from operating activities increased by 741.01% year-on-year, mainly due to the increase in cash received from securities trading and disposal of trading financial assets. In 2020, the net cash flow from the issuer’s operating activities decreased by 32114090600 yuan compared with the same period of the previous year, a year-on-year decrease of 112.12%, mainly due to the increase in the scale of self operated business investment and financed funds. From January to September 2021, the net cash flow generated by the issuer’s operating activities decreased by 12245.9157 million yuan compared with the same period of the previous year, a year-on-year decrease of 287.82%, mainly due to the increase in the investment scale of proprietary business and the decrease in the net cash received from the agency trading of securities.
The financial indicators of the issuer before the issuance of this period comply with relevant regulations, the production and operation of the issuer is normal, and there is no sharp decline or loss in performance. The issuer has no major changes that affect the sustainable development of the company, and there are no other adverse changes that affect the operation or solvency of the company.
6. According to the Guosen Securities Co.Ltd(002736) 2021 annual performance forecast disclosed by the Issuer on January 28, 2022, the issuer’s 2021 annual performance forecast increased in the same direction, and the main data are as follows:
Project year 2021 to 2020
Net profit attributable to shareholders of listed companies: 900 million yuan – 1.05 million yuan profit: 6615.74 million yuan-
Year on year growth: 36% – 59%
Net profit after deducting non recurring profit and loss: 870000 yuan – 1020000 yuan; Profit: 6812290000 yuan
Year on year growth: 28% – 50%
Basic earnings per share: 0.86 yuan / share -1.01 yuan / share; earnings per share: 0.72 yuan / share
The performance forecast of the issuer in 2021 has not been audited by certified public accountants. The issuer has pre communicated with the company’s 2021 audit accounting firm Tianjian accounting firm (special general partnership) on the financial data related to the 2021 performance forecast, and the issuer confirms that there is no difference with the accounting firm on the 2021 performance forecast. The issuer’s 2021 annual performance forecast is the preliminary accounting data, and the specific and accurate financial data shall be subject to the 2021 annual report officially disclosed by the issuer.
In 2021, the capital market maintained a good development trend, the issuer actively grasped the market opportunities, and all businesses developed well. During the reporting period, the issuer’s main business income such as self operated investment business income and brokerage service fee net income increased significantly compared with the same period of the previous year. At the same time, the provision for impairment of financial assets decreased in 2021, and the net profit attributable to shareholders of listed companies increased significantly in 2021 compared with the same period of the previous year.
As of the date of signing this prospectus, the production and operation of the company is normal, and there is no significant decline or loss in performance. The issuer has no major changes that affect the sustainable development of the company, and there are no other adverse changes that affect the operation or solvency of the company. The issuer meets the statutory conditions for issuance and listing, and there is no situation in which the issuance is prohibited by relevant laws and regulations.
7. After the end of this issue, the issuer will submit an application for the listing and trading of this issue of bonds to Shenzhen Stock Exchange as soon as possible. The bonds meet the listing conditions of simultaneous trading in the centralized bidding system and the comprehensive agreement trading platform of Shenzhen Stock Exchange (hereinafter referred to as “bilateral listing”). However, before the listing of the bonds, the issuer’s financial situation, operating performance, cash flow and credit rating may change significantly. The issuer 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 the changes of the issuer’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.
8. The bonds are unsecured.
9. The code of the current bond is 149807, the abbreviation of the bond is 22 Guoxin 03, and the term of the bond is 3 years.
10. The inquiry range of current bonds is 2.30% – 3.30%. The issuer and the lead underwriter will inquire the interest rate of offline professional investors on February 22, 2022 (t-1), and determine the final coupon rate of the bonds according to the interest rate inquiry. The issuer and the lead underwriter will be on the website of Shenzhen Stock Exchange on February 23, 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.
11. The issuance of this issue of bonds adopts the method of inquiry and distribution under the Internet to professional investors (excluding buyers prohibited by laws and regulations) who are stipulated in the measures for the administration of corporate bond issuance and trading and have a qualified A-share securities account opened by China Securities Depository and Clearing Co., Ltd. Shenzhen branch. The offline subscription shall be placed by the issuer and the lead underwriter according to the offline inquiry. For the specific placement principles, please refer to “(VI) placement” of “III. offline issuance” of this announcement. The specific issuance arrangement will be carried out in accordance with the relevant provisions of Shenzhen Stock Exchange.
12. Offline issuers are professional investors with qualified A-share securities accounts opened by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Investors participate in offline inquiry and purchase by submitting offline interest rate inquiry and purchase application form to the bookkeeping manager. The lowest offline subscription unit of professional investors is 10000 hands (10 million yuan), and those exceeding 10000 hands must be an integral multiple of 10000 hands (10 million yuan).
13. Investors shall not illegally use other people’s accounts or capital accounts for subscription, nor shall they illegally finance or replace illegal financing subscription. Investors who subscribe for the bonds shall abide by the relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission, and bear the corresponding legal liabilities.
14. Please 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 the current corporate bonds.
15. According to the comprehensive assessment of joint credit, the main credit rating of the company is AAA, and the credit rating of the current corporate bond is AAA. The current bonds meet the basic conditions for pledged repo transactions. The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of the registration authority.
16. This announcement only explains the matters 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 Guosen Securities Co.Ltd(002736) 2022. Investors can also visit the website of Shenzhen stock exchange for information related to the current issue（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
17. 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.
18. The issuer is a company listed on Shenzhen Stock Exchange (Stock Code: 002736. SZ). As of the date of issuance of this report, the issuer’s shares are in normal circulation, and there are no matters that affect the issuance and listing conditions of this bond due to significant decline in performance or major violations of laws and regulations.
19. The issuer will not directly or indirectly subscribe for the bonds issued by itself in the issuance process. The interest rate or price of bond issuance shall be determined by inquiry, agreement pricing, etc. the issuer 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., and will not provide financial assistance to investors participating in the subscription directly or through other stakeholders, There will be no other acts that violate fair competition and undermine market order.
20. The issuer’s directors, supervisors, senior managers, shareholders holding more than 5% of the shares and other related parties participating in the subscription of the bonds are major matters that should be disclosed, and the issuer will disclose the relevant subscription in the announcement of the issuance results.
interpretation
Unless otherwise specified, the following words in this announcement have the following meanings: the company, the company, Guosen Securities Co.Ltd(002736) , the listed company refers to Guosen Securities Co.Ltd(002736) the company and the issuer
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Citic Securities Company Limited(600030) , lead underwriter and trustee refer to Citic Securities Company Limited(600030) manager and bookkeeping manager
Co lead underwriters refer to China Galaxy Securities Co.Ltd(601881) , Anxin Securities Co., Ltd., Haitong Securities Company Limited(600837) , China Greatwall Securities Co.Ltd(002939)
Offline inquiry and purchase date (t-1 date) refers to February 22, 2022, which is the date on which the current issue accepts offline inquiry and purchase by professional investors
The starting date of the first day of issuance and the starting date of offline subscription (t refers to February 23, 2022, which is the offline Subscription Date for professional investors in this issue)
Securities registration authority
