A share code: 601166a share abbreviation: Industrial Bank Co.Ltd(601166) No.: pro 2021-057 preferred share code: 360005, 360012, 360032 preferred share abbreviation: xingyeyou 1, xingyeyou 2, xingyeyou 3 Industrial Bank Co.Ltd(601166)
Suggestive announcement on public issuance of convertible corporate bonds
Co sponsor (co lead underwriter): China Securities Co.Ltd(601066)
Co sponsor (co lead underwriter): China Industrial Securities Co.Ltd(601377)
Co lead underwriter: Citic Securities Company Limited(600030)
Co lead underwriter: Huatai United Securities Co., Ltd
Co lead underwriter: China International Capital Corporation Limited(601995)
Co lead underwriter: Boc International (China) Co.Ltd(601696)
Co lead underwriter: Guotai Junan Securities Co.Ltd(601211)
Co lead underwriter: Huafu Securities Co., Ltd
Co 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. hot tip
Industrial Bank Co.Ltd(601166) (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) ” or “issuer”), and China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities), China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “) ( China Securities Co.Ltd(601066) securities, China Industrial Securities Co.Ltd(601377) are collectively referred to as “joint sponsors (joint lead underwriters)”), and Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “), Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”) China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “), Boc International (China) Co.Ltd(601696) (hereinafter referred to as ” Boc International (China) Co.Ltd(601696) “), Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) securities”), Huafu Securities Co., Ltd. (hereinafter referred to as “Huafu securities”), Hongta Securities Co.Ltd(601236) (hereinafter referred to as ” Hongta Securities Co.Ltd(601236) “) ( China Securities Co.Ltd(601066) securities, China Industrial Securities Co.Ltd(601377) , Citic Securities Company Limited(600030) , Huatai United Securities, China International Capital Corporation Limited(601995) , Boc International (China) Co.Ltd(601696) , Guotai Junan Securities Co.Ltd(601211) Securities, Huafu securities, Hongta Securities Co.Ltd(601236) collectively referred to as “joint lead underwriters”) in accordance with the securities law of the people’s Republic of China Measures for the administration of securities issuance of listed companies (CSRC order [No. 163]), measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), measures for the administration of convertible corporate bonds (CSRC order [No. 178]), detailed rules for the implementation of convertible corporate bonds issuance of listed companies on Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 115) (hereinafter referred to as “implementation rules”), guidelines for securities issuance and listing business of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42), guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – handling of securities issuance and listing business of listed companies (Szh [2021]) 323) and other relevant regulations to organize the implementation of this public offering of convertible corporate bonds (hereinafter referred to as “convertible bonds” or “Societe Generale convertible bonds”).
The convertible bonds issued to the public will be distributed preferentially to the original ordinary shareholders registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “China Securities Depository and clearing Shanghai Branch”) after the closing of the market on the equity registration date (December 24, 2021, t-1), and the balance after the priority distribution will be distributed to the original ordinary shareholders (including the part where the original ordinary shareholders give up the priority placement) is conducted by offline placement to institutional investors and online sale to public investors through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”). The preset ratio of offline and online issuance is 90%: 10%. Please read this announcement carefully.
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment are as follows: 1. Special concerns of the original common stock shareholders for preferential placement
(1) The preferred placement of the original ordinary shareholders shall be made through online subscription. This convertible bond issuance shall be made preferentially to the original ordinary shareholders, and there shall be no distinction between the tradable shares with limited sale conditions and the tradable shares with unlimited sale conditions. In principle, the original ordinary shareholders shall be placed through online subscription through the trading system of Shanghai Stock Exchange, and shall be settled and settled by China Clearing Shanghai Branch Securities registration. The securities allocated to the original ordinary shareholders are negotiable securities with unlimited sales conditions.
There is no placement of the original ordinary shareholders through offline means in this issuance.
On the preferred placement and payment date (t day) of the original ordinary shareholders of the convertible bond issuance, the preferred subscription of all the original ordinary shareholders (including ordinary shareholders with restricted sales conditions) 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 placement code is “764166”, and the placement is referred to as “Societe Generale bond distribution”.
(2) The issuer has a total share capital of 20774190751 ordinary shares, all of which can participate in the preferential placement of the original ordinary shareholders. Calculated according to the preferential placement proportion of this issuance, the total amount of convertible bonds that the original ordinary shareholders can give priority to placement is 50 million hands.
2、 The number of Societe Generale convertible bonds that can be preferentially placed by the original ordinary shareholders is the number of shares they hold Industrial Bank Co.Ltd(601166) 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 par value of 2.406 yuan per share, and then converted into the number of hands at the proportion of 1000 yuan / hand, each hand (10 sheets) is a subscription unit, i.e. placing 0.002406 hands of convertible bonds per share. The part with less than one hand of preferred placement by the original ordinary shareholders shall be rounded according to the principle of accurate algorithm. The original ordinary shareholders may decide the actual number of convertible bonds to be subscribed according to their own conditions.
In addition to participating in the preferred placement, the original ordinary shareholders can also participate in the subscription of the balance after the preferred placement. For the part of the original ordinary shareholders participating in the online preferred placement, they shall pay full funds at the time of subscription on t day. The original ordinary shareholders do not need to pay the subscription fund for the online subscription part of the balance after participating in the online preferred placement.
3. Institutional investors participating in offline subscription shall log in China Securities Co.Ltd(601066) securities offline investor management system (website: https://emp.csc.com..cn./kcb-web/kcb-index/kcb-index.html , it is recommended to use Chrome browser) to submit a full set of subscription documents such as offline subscription form, offline investor subscription commitment letter and asset certificate, The subscription security deposit shall be paid in full and on time before 17:00 on December 24, 2021 (t-1) (referring to the time when the funds arrive). The amount of the subscription security deposit is 500000 yuan for each offline subscription account (or each product). The offline subscription form submitted by the subscription object whose subscription security deposit fails to arrive on time or in full is invalid. Remind the investors that the investors are in China Securities Co.Ltd(601066) The electronic version of the offline subscription form imported into the securities offline investor management system must be completely consistent with the scanned version of the sealed version. If the information is inconsistent or a full set of documents are not provided as required, the joint lead underwriters have the right to confirm that their quotation is invalid or not quoted, and the paid subscription deposit shall be returned to the investor without interest. 4. 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 underwriters find 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 underwriters have the right to determine that the investor’s subscription is invalid. Investors participating in online subscription shall independently express their intention to purchase, and shall not fully entrust securities companies to purchase on their behalf. For investors participating in online subscription, the securities company shall not apply for cancellation of designated transactions and cancellation of corresponding securities accounts before the delivery date of successful subscription funds (including T + 3 days).
Institutional investors can only use one securities account for each product to participate in this offline subscription.
Institutional investors can only use one securities account to participate in this offline subscription with their own funds.
If multiple securities accounts with the same “account holder’s name” and “valid identity document number” in the securities account registration data participate in this offline subscription, only the first subscription shall be valid, the rest shall be invalid, and the deposit corresponding to the invalid subscription will be returned in the same way.
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 securities account registration data are the same, statistics shall be made according to different investors.
Institutional investors shall refer to the measures for the operation and management of publicly offered securities investment funds (CSRC order [No. 104]), the provisions on the operation and management of private asset management plans of securities and futures operating institutions (CSRC announcement [2018] No. 31) and the Q & A on issuance supervision – Q & A on issues related to issuance and underwriting of convertible bonds (issued on March 25, 2019) and other relevant regulations, carefully determine the subscription amount in combination with the asset scale or capital scale, and ensure that the amount of offline subscription of the institution’s own funds or managed products participating in this issuance does not exceed the asset scale or capital scale.
If the total amount listed in the asset certificate submitted by the offline investor is less than the asset scale amount filled in the offline subscription form, the joint lead underwriters have the right to determine that the investor’s subscription is invalid.
If offline investors falsely declare the asset scale or submit forged or altered asset certificates, they will report to the relevant regulatory authorities after being verified by the joint lead underwriter and the offline issuance witness lawyer.
Investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase on their behalf.
5. On December 28, 2021 (T + 1), the issuer and the co lead underwriters will announce the announcement of online winning rate and offline placement results of Industrial Bank Co.Ltd(601166) public offering of convertible corporate bonds (hereinafter referred to as “announcement of online winning rate and offline placement results”) in Shanghai Securities Journal and China Securities Journal ）, disclose the list of offline institutional investors who have been placed, the number of convertible bonds placed by each household, the amount of subscription money to be paid after deducting the subscription deposit or the excess subscription funds to be refunded. When the total amount of online effective subscription is greater than the final online issuance quantity, the joint lead underwriter and the issuer will jointly organize lottery to determine the placement quantity of online subscription investors on December 28, 2021 (T + 1), based on the online winning rate of this issuance and notarized by the notary department.
6. After online investors win the lottery for the purchase of convertible bonds, It shall fulfill the obligation of capital settlement in accordance with the announcement of online winning results of Industrial Bank Co.Ltd(601166) public issuance of convertible corporate bonds (hereinafter referred to as the announcement of online winning results), and ensure that its capital account is opened on December 29, 2021 On (T + 2) day, there will always be sufficient subscription funds to subscribe for one hand or one hand of integral multiple convertible bonds after winning the lot. The investor’s payment shall comply with the relevant provisions of the securities company where the investor belongs. If the investor’s subscription funds are insufficient, the insufficient part shall be deemed to give up the subscription, and the consequences and relevant legal liabilities arising therefrom shall be borne by the investor. According to the Shanghai Branch of China Clearing Corporation According to the relevant regulations of the company, the minimum unit to give up subscription is 1 hand. The part that online investors give up subscription shall be underwritten by the joint lead underwriters. Where the subscription deposit of offline investors is less than the amount of subscription money payable, The subscription funds must be paid in full and in time before 17:00 on December 29 (T + 2) 2021 (referring to the time of fund arrival). If the institutional investor who obtains the placement fails to pay the subscription funds before 17:00 on December 29 (T + 2) 2021 (referring to the time when the funds arrive) if the subscription funds are replenished in time and in full, the placing qualification will be cancelled, the subscription deposit paid by them will not be refunded, and the industrial convertible bonds that they give up their subscription will be underwritten by the joint lead underwriters.
7. When the total number of convertible bonds preferentially subscribed by the original ordinary shareholders and the number of convertible bonds subscribed by online and offline investors is less than 70% of the number of this issue, or when the total number of convertible bonds preferentially subscribed by the original ordinary shareholders and the number of convertible bonds subscribed by online and offline investors is less than 70% of the number of this issue, The issuer and the co lead underwriters 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 the opportunity to restart the issuance.
The part of the subscription amount of this offering less than 50 billion yuan shall be underwritten by the joint lead underwriters. The underwriting base is 50 billion yuan, and the joint lead underwriters determine the final placement results and underwriting amount according to the arrival of funds online and offline. 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 report to the CSRC in a timely manner.
8. If the investor has won the lottery three times in a row but has not paid in full, 6 months from the next day after CSDCC Shanghai branch receives the purchase abandonment declaration (calculated as 180 natural days, including the next day) shall not participate in the subscription of new shares, convertible bonds, exchangeable bonds and depositary receipts. The number of times to give up subscription shall be calculated according to the number of times that investors actually give up subscription of new shares, convertible bonds, exchangeable bonds and depositary receipts. 9. The self operated account of the joint lead underwriters of this issuance shall not participate in online and offline subscription.
10. 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 this application for convertible corporate bonds
