Abbreviation of common stock: Industrial Bank Co.Ltd(601166) common stock code: 601166 preferred stock abbreviation: xingyeyou 1, xingyeyou 2, xingyeyou 3 preferred stock code: 360005, 360012, 360032 Industrial Bank Co.Ltd(601166)
(registered address: No. 154, Hudong Road, Fuzhou)
Public issuance of A-share convertible corporate bonds
Summary of prospectus
Co sponsor (co lead underwriter)
Co lead underwriter
Signed on:
statement
All directors, supervisors and senior managers of the bank promise that the prospectus and its abstract do not contain any false, misleading statements or major omissions, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the bank, the person in charge of accounting and the person in charge of the accounting institution (Accounting Supervisor) ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major events
When evaluating the convertible bonds issued by this bank, investors should pay special attention to the following major matters: I. description of conditional redemption terms
The convertible bonds have conditional redemption terms. During the conversion period of the convertible bonds issued this time, If the closing price of the bank's A-share stock is not lower than 130% (including 130%) of the current conversion price for at least 15 consecutive trading days, it shall be approved by the relevant regulatory authorities (if necessary), the bank has the right to redeem all or part of the convertible bonds not converted into shares at the price of the face value of the bonds plus the accrued interest for the current period; in addition, when the total face value of the convertible bonds not converted into shares issued this time is less than RMB 30 million, the bank has the right to redeem all the convertible bonds not converted into shares at the price of the face value plus the accrued interest for the current period. If the bank obtains the approval of the relevant regulatory authorities (if necessary), the exercise of the above conditional redemption terms may prompt convertible bond investors to convert shares in advance, resulting in the risk of shortening the duration of convertible bonds and reducing future interest income. II. Explanation on the absence of conditional resale terms
There is no conditional resale clause for the convertible bonds. However, in accordance with the measures for the administration of securities issuance by listed companies of the CSRC, in order to fully protect the interests of the holders of the convertible bonds, the terms of the issuance of the convertible bonds allow the implementation of the use of the raised funds of the convertible bonds to change compared with the commitments made by the bank in the prospectus, If the change is recognized by the CSRC as a change in the purpose of the raised funds, the holders of convertible bonds may have the right to resell the issued convertible bonds to the bank at the face value plus the accrued interest of the current period. In addition, convertible bonds cannot be resold by the holder on his own initiative. 3、 Notes on price fluctuation of convertible bonds
Convertible bond is a kind of hybrid securities with bond characteristics and stock options. Its market price is affected by many factors, such as market interest rate, remaining maturity of bonds, conversion price, stock price of this bank, redemption clause, downward correction clause, investor expectation and so on. Investors of convertible bond need to have certain professional knowledge.
Because convertible bonds have convertible equity, their coupon rate is usually lower than that of comparable corporate bonds, and the interest income enjoyed by convertible bond investors may be lower than that enjoyed by holding comparable corporate bonds. In addition, the market trading price of convertible bonds will be affected by the fluctuation of the bank's stock price. The conversion price of the bank's convertible bonds is the price agreed in advance and does not fluctuate with the fluctuation of the bank's share price. Therefore, during the duration of the bank's convertible bonds, if the bank's share price fluctuates adversely, the bank's share price may be lower than the conversion price of the bank's convertible bonds. At the same time, due to the low interest rate of the convertible bond itself, the market transaction price of the bank's convertible bond will fluctuate with the fluctuation of the bank's share price, even lower than the face value.
In the process of listing, trading and stock conversion of convertible bonds, the price of convertible bonds may fluctuate abnormally or deviate seriously from its investment value, which may cause losses to investors. To this end, the bank reminds investors that they must be fully aware of the risks that may be encountered in the bond market and stock market in order to make correct investment decisions. 4、 Description of whether the conversion price is downward corrected and the correction range is uncertain (I) the risk that the downward correction clause of the conversion price will not be implemented
This convertible bond issuance plan stipulates that during the duration of this convertible bond issuance, when the closing price of this bank's A-share stock is lower than 80% of the current conversion price for 15 of any 30 consecutive trading days, the board of directors of this bank has the right to propose a downward amendment to the conversion price and submit it to the general meeting of shareholders of this bank for deliberation and voting. The above scheme can be implemented only after it is approved by more than two-thirds of the voting rights held by all shareholders participating in the voting. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued this time shall withdraw. When the convertible bonds touch the downward correction conditions, the board of directors of the bank has the right to propose a downward correction scheme for the conversion price, but the board of directors of the bank may not necessarily propose a downward correction scheme for the conversion price to the general meeting of shareholders based on the consideration of multiple factors such as the stock market, its own business development and financial situation at that time. Therefore, in the future, when the convertible bonds meet the downward correction conditions of the conversion price, the investors of the convertible bonds may face the risk that the board of directors of the bank does not propose or do not propose the downward correction proposal of the conversion price in time. At the same time, the downward revision scheme of share conversion price can be implemented only after it is approved by more than two-thirds of the voting rights held by all shareholders participating in the voting. Therefore, there may be a risk that the downward revision clause of share conversion price has not been approved by the general meeting of shareholders. （2） Risk of uncertain downward correction range of conversion price
The bank's stock price is affected by the bank's own profitability and development prospects, national macroeconomic situation and political and economic policies, investors' investment preferences, expected returns of investment projects and other factors. During the duration of the convertible bonds issued this time, even if the bank amends the conversion price according to the downward amendment clause, The correction range of the conversion price will also be because "the revised conversion price shall not be lower than the average trading price of A-Shares of Bank of Japan 30 trading days and 20 trading days before the shareholders' meeting to consider the above scheme (in case of stock price adjustment due to ex right and ex dividend within the 30 trading days or 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of A-Shares in the Bank of Japan in the previous trading day, and the corrected conversion price shall not be lower than the audited net assets per share in the latest period (in case of ex right matters such as share distribution, conversion of capital reserve to share capital or allotment, cash dividend distribution and other ex interest matters from the balance sheet date of the latest audited financial report to the date of the general meeting of shareholders considering the above scheme, the net assets per share audited in the latest period shall be determined according to the corresponding ex right and ex interest adjusted value) and the limit of "par value of shares" There is a risk of uncertainty. 5、 Notes on the credit rating of convertible bonds issued this time
The bank hired Shanghai new century credit evaluation and Investment Service Co., Ltd. to carry out credit rating for the convertible bonds issued this time. According to the credit rating report on Industrial Bank Co.Ltd(601166) public issuance of A-share convertible corporate bonds issued by Shanghai new century credit evaluation and Investment Service Co., Ltd., the main credit rating of the bank is AAA and the rating outlook is stable, The credit rating of this convertible bond is AAA.
After the convertible corporate bonds issued this time are listed, Shanghai new century credit evaluation and Investment Service Co., Ltd. will continue to pay attention to the changes in the bank's external business environment, operation or financial status during the validity period of the credit rating of the convertible bonds or the duration of the convertible bonds, so as to continuously track the credit risk of the convertible bonds. If the credit rating of this convertible bond changes adversely due to changes in the bank's external business environment, its own or rating standards, it will increase the risk of investors. 6、 Explanation on no guarantee provided for the issuance of convertible bonds
According to Article 20 of the measures for the administration of securities issuance by listed companies, "a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than RMB 1.5 billion at the end of the most recent period". As of December 31, 2020, the net assets attributable to the shareholders of the bank in the audited consolidated financial statements were RMB 615.586 billion, higher than RMB 1.5 billion. Therefore, the convertible bonds were not guaranteed. If the bank's operating performance and financial situation change adversely due to the impact of business environment and other factors, the convertible bond investors may face the risk of being unable to obtain the corresponding collateral compensation due to the unsecured convertible bonds issued this time. 7、 Dividend distribution policy and cash dividend of the bank
(i) Dividend distribution policy
The current effective articles of association of the bank specifically stipulates the profit distribution policy as follows:
"Article 36 preferred shareholders shall distribute profits prior to ordinary shareholders according to the agreed nominal dividend rate. The bank shall pay dividends to preferred shareholders in cash and shall not distribute profits to ordinary shareholders until the agreed dividends are fully paid.
The preferred shares issued by the bank adopt fixed dividend rate or floating dividend rate. The level of fixed dividend rate and the calculation method of floating dividend rate shall be determined by the bank in accordance with relevant provisions of laws, administrative regulations and departmental rules.
The bank has the right to cancel the distribution of preferred stock dividends, and the bank can freely use the cancelled proceeds to pay other due debts. If the bank decides to cancel the dividend distribution of preferred shares, it will notify the investors at least 10 working days before the interest payment date.
Preferred shares issued by the bank are paid in the form of non cumulative dividends, that is, dividends not paid in full to preferred shareholders will not be accumulated to the next interest bearing year.
After the preferred shareholders receive the distribution according to the agreed nominal dividend rate, they will no longer participate in the residual profit distribution together with the ordinary shareholders. "
"Article 253 when this bank distributes the after tax profits of the current year, it shall withdraw 10% of the profits into this bank's statutory reserve. If the cumulative amount of this bank's statutory reserve is more than 50% of this bank's registered capital, it may not withdraw any more.
If the bank's statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After withdrawing the statutory reserve from the after tax profit, the bank successively withdraws the general reserve, pays dividends to preferred shareholders, withdraws the discretionary reserve and pays dividends to common shareholders. After paying dividends to preferred shareholders, whether to withdraw the discretionary provident fund shall be decided by the general meeting of shareholders.
The preferred shareholders and ordinary shareholders of the bank shall be distributed according to the proportion of their respective classes of shares, except for those not distributed according to the shareholding proportion as stipulated in the articles of association.
If the general meeting of shareholders violates the provisions of this article and distributes profits to preferred shareholders and ordinary shareholders before the bank makes up for losses and withdraws statutory reserve and general reserves, the shareholders must return the profits distributed in violation of the provisions to the bank.
Preferred shares and common shares of the bank held by the bank shall not participate in the distribution of profits. "
"Article 255 after the general meeting of shareholders of this bank has made a resolution on the profit distribution plan, the board of directors of this bank shall complete the distribution of dividends (or shares) within two months after the general meeting of shareholders."
"Article 256 the bank's profit distribution policy and its adjustment shall be formulated by the board of directors and approved by more than two-thirds of the directors, and then submitted to the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. The independent directors and the board of supervisors shall review the profit distribution policy and its adjustment submitted to the general meeting of shareholders and issue written opinions.
When formulating the profit distribution policy, profit distribution plan and profit distribution plan, Shareholders should be fully listened to and absorbed in various ways (especially minority shareholders), independent directors and external supervisors. When the general meeting of shareholders deliberates on the specific scheme of cash dividend, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
The bank's profit distribution policy is:
(i) The bank's profit distribution principle: the bank's profit distribution should pay attention to the reasonable return on investment to investors, take into account the bank's sustainable development, and the profit distribution policy should maintain continuity and stability. In any fiscal year, if the bank makes profit distribution on all share capital (excluding dividend distribution or other distribution without reducing net assets), the total amount shall not exceed the net profit at the end of the previous fiscal year in principle.
（2） Planning of profit distribution of the bank: Based on the long-term and sustainable development of the bank, and on the basis of comprehensive analysis of banking business environment, shareholders' requirements and wishes, social capital cost, external financing environment and regulatory policies, the board of directors of the bank fully considers the current and future capital, business development, profit scale, development stage and investment capital of the bank Demand and its own liquidity status, balance the relationship between the sustainable development of business and the comprehensive return of shareholders, formulate the profit distribution plan on a three-year cycle, establish a sustainable, stable and scientific return mechanism for investors, and maintain the continuity and stability of the profit distribution policy.
（3） Form and interval of this bank's profit distribution: this bank shall distribute dividends in the profit-making year. After the end of each year, it can distribute dividends in cash or stock or a combination of the two. If it is qualified for cash dividend, it is preferred to adopt cash dividend. If it is qualified, this bank can carry out Interim Cash Dividend.
（4） Conditions and proportion of the bank's profit distribution: if the bank's capital adequacy ratio at the end of the year is lower than the minimum standard required by the national regulatory authorities, cash dividends shall not be distributed to shareholders in that year. On the premise of meeting the above conditions, the profit realized by the bank in each year can be divided after making up losses according to law, withdrawing legal reserve and general reserves and paying dividends to preferred shareholders In case of profit distribution, the profit distributed in cash shall not be less than 10% of the distributable profit realized in the current year.
If the board of Directors considers that the stock price of the bank does not match the size of the bank's share capital or the board of Directors considers it necessary, the board of directors may propose a stock dividend distribution plan on the basis of meeting the above cash dividend distribution and implement it after deliberation and approval by the general meeting of shareholders.
（5） When the bank does not pay cash dividends in individual years, it should say
