Securities code: 600903 securities abbreviation: Guizhou Gas Group Corporation Ltd(600903) Announcement No.: 2021-064
Guizhou Gas Group Corporation Ltd(600903)
Suggestive announcement on public issuance of convertible corporate bonds
Sponsor (lead underwriter): Hongta Securities Co.Ltd(601236)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
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Guizhou Gas Group Corporation Ltd(600903) (hereinafter referred to as ” Guizhou Gas Group Corporation Ltd(600903) “, “issuer” or “company”) has obtained the approval of China Securities Regulatory Commission (CSRC) zjxk [2021] No. 2970 document for the public issuance of 1 billion yuan of convertible corporate bonds (hereinafter referred to as “guiran convertible bonds”, bond code “110084”). The sponsor (lead underwriter) of this issuance is Hongta Securities Co.Ltd(601236) (hereinafter referred to as ” Hongta Securities Co.Ltd(601236) “) Or “sponsor (lead underwriter)” or “lead underwriter”). The summary of the prospectus for the public offering of convertible corporate bonds of Guizhou Gas Group Corporation Ltd(600903) and the announcement on the public offering of convertible corporate bonds of Guizhou Gas Group Corporation Ltd(600903) (hereinafter referred to as the “issuance announcement”) have been published in China Securities Journal on December 23, 2021 Come on. Investors can also visit the website of Shanghai Stock Exchange（ http://www.sse.com..cn. ）Query the full text of Guizhou Gas Group Corporation Ltd(600903) prospectus for public issuance of convertible corporate bonds and relevant materials of this issuance.
In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies and the measures for the administration of convertible corporate bonds The measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), the stock listing rules of Shanghai Stock Exchange, the guidelines for securities issuance and listing of Shanghai Stock Exchange, and the implementation rules for the issuance of convertible corporate bonds by listed companies of Shanghai Stock Exchange (revised in 2018) (hereinafter referred to as the “implementation rules”) Issue convertible corporate bonds in accordance with the relevant provisions of the guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – securities issuance and listing business of listed companies.
In this public offering of convertible corporate bonds, investors should pay attention to the issuance process, subscription, payment and disposal of investors’ abandonment. The main matters are as follows:
1. This issuance of 1 billion yuan of convertible bonds, with a face value of 100 yuan each, totaling 10 million pieces and 1 million hands, is issued at face value.
2. Special concerns of prior placement of original shareholders
The priority placement of the original shareholders is carried out through online subscription. The issuance of convertible bonds gives priority to the placement of securities to the original shareholders, and no distinction is made between tradable shares with limited sales conditions and tradable shares with unlimited sales conditions, In principle, the original shareholders are allotted through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) through online subscription, and the clearing and settlement and securities registration are carried out by China Clearing Shanghai Branch. The securities allocated to the original shareholders are flow-through securities with unlimited sales conditions.
There is no offline placement by the original shareholders in this issuance.
The preferred placing date and payment date of the original shareholders of this offering are December 27, 2021 (t day). The preferred subscription of all the original shareholders (including restricted shares shareholders) is conducted through the trading system of Shanghai Stock Exchange. The subscription time is 9:30-11:30 and 13:00-15:00 on December 27, 2021 (t day). The placing code is “704903”, and the placing is referred to as “Gui fuel and distributed bonds”.
3. The actual placing proportion of the original shareholders has not been adjusted. The preferred placement ratio of the original shareholders disclosed in the issuance announcement is 0.000878 hands / share. As of the equity registration date of this issuance of convertible bonds (December 24, 2021, t-1), the amount of capital stock that the company can participate in the placement has not changed, so the priority placement proportion has not changed. The original shareholders are requested to carefully check the distributable balance of “your fuel and bonds” in their securities accounts after the closing of the equity registration date and make corresponding capital arrangements.
4. The issuer has a total share capital of 1138185027 shares, all of which can participate in the preferential placement of the original shareholders. According to the priority placement proportion of this issuance, the total upper limit of convertible bonds that the original shareholders can subscribe preferentially is 1000000 hands.
5. The convertible corporate bonds issued to the public will be preferentially placed to the original shareholders registered by the issuer after the closing of the stock market on the equity registration date (December 24, 2021, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) will be sold to the public investors online through the trading system of Shanghai Stock Exchange.
6、 The number of precious fuel convertible bonds that can be preferentially placed by the original shareholders is the number of shares they hold Guizhou Gas Group Corporation Ltd(600903) registered after the closing of the stock market on the equity registration date (December 24, 2021, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a face value of RMB 0.878 per share, and then converted into the number of hands according to the proportion of RMB 1000 / hand, each hand (10 sheets) are one subscription unit, i.e. 0.000878 convertible bonds per share. The original shareholders can decide the actual number of convertible bonds to be subscribed according to their own conditions.
The preferred placement of the original shareholders of the issuer is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “guiran debt distribution” for short, and the placement code is “704903”.
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 preferential placement, they shall pay full capital at the time of subscription on t day. When the original shareholders participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
7. General public investors participate in online issuance through the trading system of Shanghai Stock Exchange. Online subscription is abbreviated as “guiran bonds”, and the subscription code is “733903”. The minimum subscription quantity of each securities account is 1 hand (10 pieces, 1000 yuan). If more than 1 hand, it must be an integral multiple of 1 hand. The maximum subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit of the subscription is exceeded, the subscription is invalid. An investor participating in the online subscription of convertible bonds can only use one securities account. If the same investor uses multiple securities accounts to participate in the subscription of your fuel convertible bonds, and if the investor uses the same securities account to participate in the subscription of your fuel convertible bonds for many times, the first subscription of the investor shall be valid The remaining subscriptions are invalid.
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 recommendation institution (lead underwriter) finds that the investor does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the recommendation institution shall (the lead underwriter) has the right to determine that the investor’s subscription is invalid. The investors participating in the online subscription shall independently express their subscription intention and shall not fully entrust the securities company to apply for the subscription on their behalf. For the investors participating in the online subscription, the securities company shall not declare the cancellation of the designated transaction and the cancellation of the corresponding securities account before the successful subscription capital settlement date (including T + 3 days).
8. 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 recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in a timely manner. If the issuance is suspended, the issuer will 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 recommendation institution (lead underwriter) in the form of balance underwriting. The recommendation institution (lead underwriter) is responsible for the balance underwriting of the part with the subscription amount less than 1 billion yuan. The underwriting base is 1 billion yuan. The recommendation institution (lead underwriter) determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the sponsor (lead underwriter) shall not exceed 30% of the total amount of this offering, that is, in principle, the maximum underwriting amount is RMB 300 million. When the underwriting proportion exceeds 30% of the total amount of this offering, the sponsor shall (the lead underwriter) 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 report to the CSRC in a timely manner. If the issuance is suspended, it will announce the reasons for the suspension of the issuance, and will choose an opportunity to restart the issuance within the validity period of the approval.
9. The registration date of priority placement to the original shareholders of the issuer is December 24, 2021 (t-1). After the market closes, all shareholders of the issuer registered in the registered company can participate in the priority placement.
10. The priority placement date and online subscription date of this offering are December 27, 2021 (t day).
11. There is no holding period limit for the issued guiran convertible bonds, and the investors can trade the placed guiran convertible bonds on the first day of listing. Investors shall abide by the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions.
12. For the specific conditions of this offering, investors are requested to read the issuance announcement published on December 23, 2021 (T-2), the summary of the prospectus and the information disclosed on the website of the Shanghai Stock Exchange（ http://www.sse.com..cn. ）The full text of the prospectus.
The convertible corporate bonds issued to the public will be placed preferentially to the original shareholders registered by the issuer after the closing of the equity registration date (December 24, 2021, t-1).
(i) Priority placement quantity
The number of convertible bonds that the original shareholders can preferentially place is the number of convertible bonds on the equity registration date (December 24, 2021, t-1) after the closing of the market, the number of shares of the issuer registered shall be calculated according to the proportion of placing convertible bonds with a face value of RMB 0.878 per share, and then converted into the number of hands according to the proportion of RMB 1000 / hand. Each hand is a subscription unit, that is, placing 0.000878 hands of convertible bonds per share.
The part of the original shareholder’s online priority placement less than 1 hand shall be rounded according to the accurate algorithm, that is, the integer part of the subscription amount shall be calculated according to the placement proportion and the number of shares in each account, For the part less than one hand (the mantissa shall be kept to three decimal places), carry all accounts in the order of mantissa from large to small (if the mantissa are the same, they shall be sorted randomly) until the total amount of subscribed convertible bonds obtained by each account is consistent with the total amount of placeable bonds of the original shareholders.
If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, it can be allocated with your fuel convertible bonds according to its actual effective subscription amount; If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription shall be invalid. Investors are requested to carefully check the distributable balance of “your fuel allocated bonds” in the securities account.
The issuer has a total share capital of 1138185027 shares, all of which can participate in the preferential placement of the original shareholders. According to the priority placement proportion of this issuance, the total upper limit of convertible bonds that the original shareholders can subscribe preferentially is 1000000 hands.
（2） Preferred subscription method of original shareholders
1. Preferred subscription method of original shareholders
The preferential subscription of the original shareholders is carried out through the trading system of Shanghai Stock Exchange, The subscription time is the normal trading time of the trading system of Shanghai Stock Exchange on December 27, 2021 (t day), i.e. 9:30-11:30 and 13:00-15:00. In case of major emergencies affecting the issuance, it will be postponed to the next trading day. If it is overdue, it will be deemed that the priority placement right will be automatically waived. The placement is simply referred to as “Gui fuel distribution bonds” and the placement code is “704903”.
2. Number of preferred subscriptions of original shareholders
The price of the original shareholder’s subscription of one “guiran distribution bond” is 1000 yuan, The minimum subscription unit of each account is one hand (1000 yuan), and the number of more than one hand must be an integral multiple of one hand. If the effective subscription amount of the original shareholder is less than or equal to the total amount of priority subscription, it can be allocated with your fuel convertible bonds according to its actual effective subscription amount. Investors are requested to carefully check the “fuel convertible bonds” in the securities account Available balance. If the effective subscription amount of the original shareholder exceeds the total amount of priority subscription, the subscription shall be invalid.
If the ” Guizhou Gas Group Corporation Ltd(600903) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of hands that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of Shanghai Stock Exchange.
3. Preferential subscription procedures of original shareholders
(1) The original shareholder shall check the distributable balance of “your fuel distribution bonds” in its securities account after the closing of the stock market on the equity registration date.
(2) For the part of the original shareholders participating in the online priority placement, they shall pay sufficient funds at the time of subscription application on t day. (3) when the original shareholders entrust in person, they shall fill in all the contents of the subscription entrustment form and hold their own ID card or legal person business license, securities account card and capital account card (confirm that the amount of capital deposit must be greater than or equal to the amount required for subscription) go through the entrustment formalities at the securities trading network connected with the Shanghai stock exchange where the subscriber opens an account. The counter handling personnel can accept the entrustment after checking the various vouchers delivered by the investor and checking them.
(4) If the original shareholder entrusts by telephone or other automatic entrustment methods, the entrustment procedures shall be handled in accordance with the provisions of each securities trading outlet.
(5) Once the entrustment of the original shareholder is accepted, it shall not be cancelled.
（3） Original shareholders participate in online subscription
In addition to participating in the priority placement, the original shareholders can also participate in the online subscription of the balance after the priority placement.
Please refer to “II. Online issuance to general public investors” in this announcement for specific subscription methods.
2、 Online issuance to general public investors
The normal trading hours of general public investors in the trading system of Shanghai Stock Exchange on December 27, 2021 (t day), i.e. 9:30-11:30 and 13:00-15:00
