Stock Code: 000708 stock abbreviation: Citic Pacific Special Steel Group Co.Ltd(000708) Announcement No.: 2022-010 Citic Pacific Special Steel Group Co.Ltd(000708)
Announcement on public issuance of convertible corporate bonds
Co sponsor (co lead underwriter): Citic Securities Company Limited(600030)
Co sponsor (co lead underwriter): Minmetals Securities Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
Citic Pacific Special Steel Group Co.Ltd(000708) (hereinafter referred to as ” Citic Pacific Special Steel Group Co.Ltd(000708) ” or “issuer”, “company”, “the company”) and Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “joint sponsor (joint lead underwriter)” or “joint lead underwriter”) Minmetals Securities Co., Ltd. (hereinafter referred to as “Minmetals securities”, “joint sponsor (joint lead underwriter)” or “joint lead underwriter”) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities Issuance and underwriting (order of the CSRC [No. 144]) Detailed rules for the implementation of convertible corporate bond issuance of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as “detailed rules for the implementation”) Organize and implement the public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “medium special convertible bonds”) in accordance with the relevant provisions of the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 5 – issuance of convertible corporate bonds to unspecified objects.
The convertible bonds issued this time shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “CSDCC Shenzhen Branch”) after the closing of the market on the equity registration date (February 24, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued through the online pricing of the trading system of Shenzhen Stock Exchange.
Investors who participate in online subscription application should carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules.
Important tips on the issuance process, subscription application, payment and disposal of investors’ abandonment are as follows:
1. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are February 25, 2022 (t day), and the online subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement, they shall pay the capital in full according to the number of convertible bonds under the priority placement within their priority placement limit. The original shareholders and public investors do not need to pay the subscription fund when they participate in the online subscription of the balance after the priority placement. 2. Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale. If the joint lead underwriter finds that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the joint lead underwriter has the right to determine that the investor’s subscription is invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.
3. Investors can only use one securities account to participate in the online subscription of convertible bonds, and the subscription shall not be revoked once confirmed. If the same investor uses multiple securities accounts to participate in the subscription of the same convertible bond, or the investor uses the same securities account to participate in the subscription of the same convertible bond for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
The principle of confirming that multiple securities accounts are held by the same investor is that the “account holder name” and “valid identity document number” in the securities account registration data are the same. The registration data of securities account shall be subject to the end of T-1 day.
4. After winning the subscription of convertible bonds, online investors shall fulfill the obligation of capital delivery in accordance with the announcement of online winning number of Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds, so as to ensure that their capital account will have sufficient subscription funds on March 1 (T + 2) 2022. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. If the investor’s subscription fund is insufficient, the insufficient part shall be deemed as giving up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investor. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up subscription is 1 piece. The part that online investors give up subscription shall be underwritten by the joint lead underwriters.
5. When the total number of convertible bonds subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issue, or when the total number of convertible bonds subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issue, the issuer and the joint lead underwriters will negotiate whether to take measures to suspend the issuance, The joint lead underwriters shall report to the CSRC and Shenzhen Stock Exchange in time. If the issuance is suspended, they shall announce the reasons for the suspension and choose an opportunity to restart the issuance within the validity period of the approval.
The convertible corporate bonds issued this time are underwritten by the joint lead underwriters in the form of balance underwriting, and bear the responsibility of balance underwriting for the part with the subscription amount less than 500 million yuan, with the underwriting base of 500 million yuan. The joint lead underwriters shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 150 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the joint lead underwriters will start the internal underwriting risk assessment procedure, continue to perform the issuance procedure or take measures to suspend the issuance after reaching an agreement with the issuer, and the joint lead underwriters will report to the CSRC and Shenzhen Stock Exchange in time. If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval.
6. If the investor has won the lottery three times in a row but failed to pay in full within 12 months, he shall not participate in the subscription of new shares, depositary receipts, convertible bonds and exchangeable bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant’s latest declaration of abandonment of subscription.
The situation of abandoning subscription shall be judged by investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible bonds and exchangeable bonds actually abandoned by investors; If an investor holds multiple securities accounts and abandons subscription in any one of the securities accounts, the number of times of abandonment shall be calculated cumulatively. The situations of abandonment of subscription occurred in disqualification and cancellation of securities accounts are also included in the statistics.
For the special account for directional asset management and enterprise annuity account of customers of securities companies, if the “account holder’s name” and “valid identity document number” in the registration data of securities accounts are the same, statistics shall be made according to different investors.
7. The self operated account of the joint lead underwriters of this offering shall not participate in online subscription.
8. The convertible corporate bonds only use new shares to convert shares.
9. Investors must fully understand the relevant laws and regulations on the issuance of convertible corporate bonds, carefully read the contents of this announcement, know the issuance process and placement principle of this issuance, fully understand the investment risk and market risk of convertible corporate bonds, and prudently participate in the subscription of convertible corporate bonds. Once the investor participates in this subscription, the joint lead underwriter shall be deemed as the investor’s commitment: the investor’s participation in this subscription complies with the provisions of laws and regulations and this announcement, and all violations and corresponding consequences arising therefrom shall be borne by the investor.
Important tips
1. Citic Pacific Special Steel Group Co.Ltd(000708) the public offering of convertible corporate bonds has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 4082. The convertible corporate bonds issued this time are referred to as “ZHONGTE convertible bonds” for short, and the bond code is “127056”.
2. The issuance of 500 million yuan of convertible bonds, each with a face value of 100 yuan, totaling 50 million pieces.
3. The convertible bonds issued in this public offering shall be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (February 24, 2022, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be issued through the online pricing of the trading system of Shenzhen Stock Exchange. 4. The number of medium and special convertible bonds that can be preferentially placed by the original shareholders is the number of shares they hold Citic Pacific Special Steel Group Co.Ltd(000708) registered after the closing of the stock market on the equity registration date (February 24, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds of 0.9906 yuan per share, and then converted into the number of pieces according to the proportion of 100 yuan / piece. Each piece is an application unit, That is, 0.009906 convertible bonds were placed per share. The priority placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “080708”, and the placement is referred to as “special bond distribution in China”. The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.
If the subscription amount of the original shareholders’ online priority placement convertible bonds is less than 1 piece, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch”), that is, the priority subscription amount of less than 1 piece shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and carry out the cycle until all the shares are allocated.
5. The issuer has a total share capital of 5047143433 shares. Calculated according to the priority placement proportion of this issuance, the original shareholders can give priority to subscribing up to 49997002, accounting for 99.9940% of the total amount of 50000000 convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the online priority placement, they shall pay full capital at the time of subscription on t day. The original shareholders do not need to pay the subscription fund for the online subscription of the balance after participating in the online priority placement.
6. General public investors participate in the subscription of the balance after the preferential placement of the issuer’s original shareholders through the trading system of Shenzhen Stock Exchange. The subscription is referred to as “China special bond issuance” for short, and the subscription code is “070708”. The minimum subscription quantity of each account is 10 sheets (1000 yuan), and each 10 sheets is a subscription unit. If there are more than 10 sheets, it must be an integral multiple of 10 sheets. The upper limit of the subscription quantity of each account is 10000 pieces (1 million yuan). If the upper limit is exceeded, the excess subscription will be invalid. At the time of subscription, investors do not need to pay the subscription fund.
7. The medium and special convertible bonds issued this time do not set the holding period limit, and the investors can trade the medium and special convertible bonds placed on the first day of listing.
8. This offering is not listed, and the listing matters will be announced separately. The issuer will go through the relevant listing procedures as soon as possible after the end of this offering.
9. Investors should pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, coupon rate, purchase quantity, payment of subscription funds and disposal of investors’ abandonment.
10. Investors shall not illegally use other people’s accounts or funds for purchase, nor shall they finance or help others finance and purchase in violation of regulations. Investors who apply for and hold China special convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.
11. This announcement only gives a brief explanation to investors on matters related to the issuance of medium special convertible bonds, and does not constitute any investment suggestions for the issuance of medium special convertible bonds. Investors who want to know the details of the medium special convertible bonds, please read the prospectus for the public offering of A-share convertible corporate bonds (hereinafter referred to as the “prospectus”). Investors can go to cninfo（ http://www.cn.info.com.cn. ）Query the full text of the prospectus and relevant materials of this offering.
12. Investors must fully understand the various risk factors of the issuer, carefully judge its business status and investment value, and make investment decisions prudently. The issuer’s operating conditions may change due to changes in political, economic and industrial environment, and the possible investment risks shall be borne by the investors themselves. The convertible bonds issued this time have no circulation restrictions and lock-in period arrangements, and will be circulated from the date when the convertible bonds issued this time are listed and traded on the Shenzhen Stock Exchange. Investors must pay attention to the investment risk of the price fluctuation of convertible bonds caused by the fluctuation of the company’s stock price and interest rate between the issuance date and the listing trading date.
13. For other matters related to this offering, the issuer and the co lead underwriters will, as necessary, report to China Securities Journal and cninfo.com (www.cn. Info. Com. CN.) Please pay attention to the timely announcement on the website.
interpretation
Unless otherwise specified, the following words have the following meanings in this issuance announcement: issuer, Citic Pacific Special Steel Group Co.Ltd(000708) , company: refers to Citic Pacific Special Steel Group Co.Ltd(000708) convertible corporate bonds, convertible bonds, convertible bonds and medium special convertible bonds of RMB 500 million issued by the issuer this time:
This issuance: refers to the issuer’s public issuance of convertible corporate bonds of 500 million yuan with a face value of 100 yuan
CSRC: refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange: refers to Shenzhen Stock Exchange
CSDCC Shenzhen Branch: refers to the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Citic Securities Company Limited(600030) means Citic Securities Company Limited(600030)
Minmetals securities refers to Minmetals Securities Co., Ltd
Co sponsor (co lead underwriter refers to Citic Securities Company Limited(600030) , Minmetals Securities Co., Ltd.), CO lead underwriter
Equity registration date (t-1): refers to February 24, 2022
Priority placement date and Subscription Date
