Tianma Microelectronics Co.Ltd(000050)
(address: Tianma Building, Liuxian Avenue, Beizhan community, Minzhi street, Longhua District, Shenzhen)
Announcement on public issuance of corporate bonds (phase II) to professional investors in 2022
Lead underwriter / trustee / Bookrunner
(address: North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province)
Co lead underwriter
(address: China (Shanghai) free trade test (address: 101, floors 7-18, building 618, Shangcheng Road, No. 1, yard 8, Xiying street, Fengtai District, Beijing)
Signed on:
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. Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as "the issuer" or "the company") has obtained the consent of China Securities Regulatory Commission in the document of "Zhengjian license [2021] No. 3523" on November 5, 2021 to register and publicly issue corporate bonds with a par value of no more than (including) 10 billion yuan (hereinafter referred to as "the bonds"). The issuer's bonds are issued in installments, with a total issuance scale of 10 billion yuan. This issue of bonds is the third issue under this approval, with an issuance scale of no more than 1.5 billion yuan (inclusive).
2. The current bonds are divided into two types. The first type of bonds is referred to as "22 Tianma 02" for short, and the bond code is 1498 The second type of bonds is referred to as "22 Tianma 03" for short, and the bond code is 149836. The total issuance scale of this issue of bonds is no more than RMB 1.5 billion (including RMB 1.5 billion), the face value of each bond is RMB 100, the issuance quantity is no more than 15 million, and the issuance price is RMB 100 / piece.
3. According to the relevant provisions of the securities law, 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 evaluation of China Chengxin international credit rating Co., Ltd., the issuer's main rating is AAA, and the credit rating of the current corporate bond is AAA. By the end of 2020, the issuer's net assets were 33.568 billion yuan (owner's equity in the consolidated statements), the consolidated asset liability ratio was 54.36%, and the parent company's asset liability ratio was 31.89%; By the end of June 2021, the issuer's net assets were 34.726 billion yuan (owner's equity in the consolidated statements), the consolidated asset liability ratio was 55.62%, and the parent company's asset liability ratio was 37.96%; By the end of September 2021, the issuer's net assets were 34.762 billion yuan, the consolidated asset liability ratio was 55.48%, and the parent company's asset liability ratio was 37.52%; The average annual distributable profit realized by the issuer in the last three fiscal years is 1.076 billion yuan (the average net profit attributable to the owner of the parent company in the audited consolidated statements of the issuer in 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of the current bonds. The issuer's financial indicators before the current issue comply with relevant regulations.
5. After the issuance, the company will submit an application for the listing and trading of the 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 company's financial situation, operating performance, cash flow and credit rating may change significantly. The company 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 changes in the company'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.
6. Term: the bonds are divided into two types. The term of type I is 3 years and the term of type II is 5 years. The inter species call back option is introduced into the current bonds, and the call back proportion is not limited. The issuer and the bookkeeping manager will decide whether to exercise the inter species call back option, that is, reduce the issuance scale of one of the varieties within the total issuance scale through consultation between the issuer and the bookkeeping manager according to the issuance and subscription of the current bonds, At the same time, the issuance scale of another variety shall be increased by the same amount, and the maximum allocation scale of a single variety shall not exceed 100% of its maximum issuable scale.
7. Credit enhancement measures: none.
8. Special rights clause: none.
9. The inquiry range of current bond variety I is 2.60% - 3.60%, and the inquiry range of current bond variety II is 3.00% - 4.00%. The issuer and the lead underwriter will inquire the investor's interest rate on March 9, 2022 (t-1), and determine the final coupon rate of the current bond according to the inquiry of interest rate. The issuer and the lead underwriter will be on the website of Shenzhen Stock Exchange on March 10, 2022 (T)（ 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.
10. The bonds are issued to professional investors who open A-share securities accounts in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (excluding buyers prohibited by laws and regulations). 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 10 million yuan. If it exceeds 10 million yuan, it must be an integral multiple of 1 million yuan, unless otherwise specified by the bookkeeping manager.
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. Investors are kindly requested to 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 this issue of corporate bonds.
15. The main credit rating of the issuer is AAA, and the credit rating of the current corporate bonds is AAA. The current bonds meet the basic conditions of pledge repo transaction. The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of the securities registration authority.
16. The issuer promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by means of 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., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and implement other actions that violate fair competition Acts of undermining market order.
17. If the issuer has directors, supervisors, senior managers, shareholders holding more than 5% of the shares and other related parties to participate in the subscription of the bonds, the issuer will disclose the relevant subscription in the announcement of the issuance results.
18. The issuer is a listed company with the stock code of ( Tianma Microelectronics Co.Ltd(000050) ). The stock status is normal and the operation status is stable. There is no performance decline or major violations of laws and regulations, which does not affect the issuance and listing conditions.
19. 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 Tianma Microelectronics Co.Ltd(000050) 2022 public issuance of corporate bonds (phase II) to professional investors. Investors can also visit the website of Shenzhen stock exchange for information related to this offering（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
20. 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. ）Please pay attention to the announcement in time.
interpretation
Unless otherwise noted, the following words in this announcement have the following meanings:
Company / the company / issuer means Tianma Microelectronics Co.Ltd(000050)
Current bonds refer to the corporate bonds publicly issued to professional investors in Tianma Microelectronics Co.Ltd(000050) 2022 (phase II)
CSRC refers to the China Securities Regulatory Commission
Lead underwriter and bond trustee refer to Citic Securities Company Limited(600030)
Bookkeeper and bookkeeper
Co lead underwriters refer to Guotai Junan Securities Co.Ltd(601211) , China Galaxy Securities Co.Ltd(601881)
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Professional investors refer to professional investors who comply with the provisions of the administrative measures and open qualified A-share securities accounts in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
The bond registration institution / registration institution refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Offline inquiry date (t-1 date) refers to March 9, 2022, which is the date on which the current issue accepts offline inquiry from professional investors
The first day of issuance and the starting date of offline subscription refer to March 10, 2022, which is the starting date (t day) of the current issuance accepting offline subscription from investors
Underwriting syndicate refers to the general name of the underwriting institutions organized by the lead underwriter to underwrite the current issue
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Basic information of current issue
Issuer: Tianma Microelectronics Co.Ltd(000050) .
Bond Name: there are two types of bonds in this issue. The full name of type I bonds is " Tianma Microelectronics Co.Ltd(000050) 2022 public issuance of corporate bonds to professional investors (phase II) (type I)", the short name of bonds is "22tianma 02", and the full name of type II bonds is " Tianma Microelectronics Co.Ltd(000050) 2022 public issuance of corporate bonds to professional investors (phase II) (type II)", The bond is abbreviated as "22 Tianma 03". Issuance scale: the issuance scale of this bond shall not exceed 1.5 billion yuan (including 1.5 billion yuan).
Bond term: there are two types of bonds in this period. The term of type I is 3 years and the term of type II is 5 years. The inter species call back option is introduced into the current bonds, and the call back proportion is not limited. The issuer and the bookkeeping manager will decide whether to exercise the inter species call back option, that is, reduce the issuance scale of one of the varieties within the total issuance scale through consultation between the issuer and the bookkeeping manager according to the issuance and subscription of the current bonds, At the same time, the issuance scale of another variety shall be increased by the same amount, and the maximum allocation scale of a single variety shall not exceed 100% of its maximum issuable scale.
Face value of bonds: 100 yuan.
Issue price: the bonds are issued at par value.
Credit enhancement measures: none.
Bond form: real name bookkeeping public corporate bonds. The current bonds subscribed by investors shall be recorded in the custody account opened by the registration institution. After the issuance of the current bonds, the bondholders may transfer and pledge the bonds in accordance with the provisions of the relevant competent authorities.
Bond interest rate and its determination method: the coupon rate of the current bond is a fixed interest rate. The coupon rate will be determined by the company and the bookkeeping manager through consultation within the interest rate inquiry range according to the offline inquiry and bookkeeping results. The coupon rate of bonds adopts simple interest, which is calculated annually without compound interest.
Issuance method: the bonds of this period are issued offline, with inquiry from professional investors and placement based on bookkeeping and filing.
Issuing object: the corporate bonds are intended to be issued to professional investors who have the corresponding risk identification and bearing capacity and meet the administrative measures for corporate bond issuance and trading and hold the A-share securities account opened by China Clearing Shenzhen Branch. The bonds will not be placed preferentially to the shareholders of the company.
Underwriting method: the lead underwriter is responsible for establishing an underwriting syndicate for the bonds of this period, which is underwritten by the underwriting syndicate in the form of balance underwriting.
Placement rules: the bonds are publicly issued to professional investors. Please refer to "III. offline issuance" of the issuance announcement for the specific placement rules.
Offline placement principle: the bonds are publicly issued to professional investors. Please refer to "III. offline issuance" of the issuance announcement for the specific offline placement principle.
Value date: the value date of this bond is March 11, 2022.
Registration date of creditor's rights for cashing and interest payment: it will be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange and securities registration authority. Interest payment and cashing method: the interest of the current bond is paid annually, the principal is repaid at maturity, and the last interest is paid together with the principal. The list of bondholders will be counted for the payment of principal and interest in accordance with the relevant provisions of the bond registration authority. The method of payment of principal and interest and other specific arrangements will be handled in accordance with the relevant provisions of the bond registration authority.
Interest payment date: the interest payment date of current bond type I is March 11 of each year from 2023 to 2025. In case of legal holidays or rest days, it will be postponed to the first subsequent payment date
