2022 2 28
statement
The purpose of the summary of this prospectus is only to provide investors with a brief information about this offering, and does not include all parts of the full text of the prospectus. The full text of the prospectus is also published on the website of the Shanghai Stock Exchange (www.sse. Com. CN.). Before making a subscription decision, investors should carefully read the full text of the prospectus and take it as the basis for investment decisions.
Unless otherwise specified or required, the abbreviation and relevant terms used in the abstract of this bond offering prospectus are the same as those in the prospectus.
Tips on major issues
Investors are invited to pay attention to the following major issues and carefully read the relevant chapters such as "risk factors" in the prospectus.
1、 Basic financial information of the issuer
Before the issuance of current bonds, the issuer's net assets at the end of the latest period were 374930 billion yuan; Before the issuance of the bonds, the issuer achieved an average annual distributable profit of 38.053 billion yuan in the last three fiscal years (the average value of net profit attributable to the owner of the parent company in the audited consolidated statements for 20182020).
2、 Rating
The subject rating of the bonds is AAA and the debt rating is AAA. Within the validity period of the credit rating report (one year from the date of issuance of the credit rating report), the company will continue to pay attention to the issuer's operation and management, external business environment and the bonds. In case of major events, united credit rating Co., Ltd. will start the irregular tracking and rating procedure for the bonds, and the issuer shall provide corresponding information according to the requirements of the tracking and rating information list. The irregular follow-up rating report and rating results of united credit rating Co., Ltd. will be disclosed in accordance with relevant regulations.
3、 Terms with rights involving adjustment of bond repayment term or interest rate
Bond interest rate and its determination method: the current bond adopts the form of fixed interest rate, and the coupon rate of the current bond is jointly determined by the issuer and the bookkeeping manager according to the offline inquiry and bookkeeping results at the time of issuance. The coupon rate of bonds adopts simple interest, which is calculated annually without compound interest. The coupon rate of the current corporate bonds is determined by bookkeeping and filing and is fixed during the duration.
4、 Scope of investors and trading mode of current bonds
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). The current bonds subscribed by investors shall be recorded in the custody account opened by the securities registration institution. After the issuance of the current bonds, the bond subscriber may transfer and pledge the bonds in accordance with the provisions of the relevant competent authority.
5、 The company guarantees to pay the interest of the current bonds and cash the principal of the current bonds to the bondholders in accordance with the principal and interest repayment arrangements agreed in the prospectus for the issuance of the current bonds. If the company fails to pay the interest and principal of the bonds in full on schedule, or in case of other breach of contract, the bond trustee will pursue recourse against the company on behalf of the bondholders in accordance with the bond trustee agreement, including accelerated repayment or other feasible relief measures. If the bond trustee fails to perform its duties in accordance with the bond trustee agreement, the bondholder has the right to directly recover from the company according to law and investigate the liability of the bond trustee for breach of contract.
The company promises to pay the bond interest and cash the bond principal to the bondholders at the time agreed in the basic terms of the bonds. If an event of default occurs, the company shall bear corresponding liabilities for breach of contract, including but not limited to timely reporting to the bondholders in accordance with the provisions of the prospectus Pay the principal and / or interest in full and the penalty interest and liquidated damages arising from the delay in paying the principal and / or interest, and compensate the trustee for the losses caused by the trustee's assumption of relevant responsibilities due to the company's events of default. For details, please refer to section 10 "VII. Bond trustee" of the prospectus.
Any dispute arising under or in connection with the bond trustee agreement shall first be settled through negotiation between the parties to the dispute. If the negotiation fails, either party has the right to bring a lawsuit to the court with jurisdiction in the place where the company is domiciled.
6、 Investment appropriateness
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.
7、 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.
8、 The long-term credit rating of the main body of the company is AAA, and the credit rating of the current bonds is AAA, which meets the basic conditions for pledge repo transactions. The specific conversion rate and other matters shall be implemented in accordance with the relevant provisions of the registration company.
9、 China Vanke Co.Ltd(000002) obtained the registration of issuing corporate bonds with a face value of no more than 8 billion yuan to professional investors with the consent of China Securities Regulatory Commission (CSRC) No. 970 document on March 24, 2021. The issued scale is 1.566 billion yuan. This issue of bonds is the second issue under the above approval, The issuance scale of current bonds shall not exceed RMB 1.990 billion (inclusive). Before the listing of the bonds, the issuer's net assets as of September 30, 2021 were 374930 billion yuan, and the total owner's equity attributable to the parent company was 227623 billion yuan. The asset liability ratio of the consolidated statement was 80.94%, the asset liability ratio of the consolidated statement after deducting advance receipts and contract liabilities was 45.42%, and the asset liability ratio of the parent company was 68.68%; Prior to the listing of the bonds, the issuer's average annual distributable profit in the last three fiscal years was 38.053 billion yuan (the average net profit attributable to the owner of the parent company in the audited consolidated statements for 20182020), which is expected to be no less than 1.5 times the one-year interest of the bonds. Please refer to the issuance announcement for the issuance and listing arrangements of the bonds.
10、 According to the comprehensive evaluation of Lianhe credit on February 14, 2022, the company's main credit rating is AAA, the current bond rating is AAA, and the rating outlook is stable. Lianhe credit issued the credit rating report on the public issuance of corporate bonds (phase I) to professional investors in China Vanke Co.Ltd(000002) 2022, which is on the website of Lianhe credit（ http://www.lianheratings.com.cn./ ）Be published.
According to the relevant requirements of the regulatory authorities and the joint credit for tracking rating, the joint credit will conduct a regular tracking rating within the duration of the bonds, within two months after the announcement of the China Vanke Co.Ltd(000002) annual report every year, and no later than six months from the end of each fiscal year, and conduct an irregular tracking rating according to the relevant conditions during the duration of the bonds China Vanke Co.Ltd(000002) shall provide relevant financial reports and other relevant materials according to the requirements of the list of joint credit tracking and rating materials In case of major changes in China Vanke Co.Ltd(000002) or the current bonds, or major events that may have a great impact on China Vanke Co.Ltd(000002) or the credit rating of the current bonds, China Vanke Co.Ltd(000002) shall timely notify the joint credit and provide relevant materials.
United credit will pay close attention to China Vanke Co.Ltd(000002) 's operation and management status, external business environment and relevant information of the current bonds. If it is found that China Vanke Co.Ltd(000002) has a significant change, or that there is or may have a significant impact on China Vanke Co.Ltd(000002) or the credit rating of the current bonds, united credit will conduct necessary investigation on the matter and analyze the matter in a timely manner, Confirm or adjust the credit rating results according to the facts. If China Vanke Co.Ltd(000002) fails to provide tracking rating data in time, leading to the failure of joint credit to judge the change of China Vanke Co.Ltd(000002) or the credit rating of the current bond, joint credit can terminate the rating. The follow-up rating report of the current bonds by united credit will be announced on the website of the company and the website of the exchange, and the announcement time on the website of the exchange shall not be later than the public disclosure time on the website of the company, other trading places, media or other occasions; Meanwhile, the tracking rating report will be submitted to China Vanke Co.Ltd(000002) , regulatory authorities, etc.
catalogue
Section I overview of issuance Section 2 credit status of the issuer and the bonds Section III basic information of the issuer Section IV financial and accounting information Section V Application of raised funds 226 section VI documents for future reference two hundred and thirty-four
Section I overview of issuance
1、 Basic information of this offering
(I) internal approval and registration of this offering
On April 29, 2019, the 19th meeting of the 18th board of directors of the company considered and adopted the proposal on submitting the general meeting of shareholders to authorize the issuance of direct debt financing instruments.
On June 28, 2019, the company's 2018 annual general meeting of shareholders deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the issuance of direct debt financing instruments.
On August 20, 2019, the 22nd Meeting of the 18th board of directors of the company deliberated and adopted the proposal on the board of directors delegating the president of the company to deal with matters related to the issuance of debt financing instruments. In order to improve the efficiency of issuing debt financing instruments, the board of directors agreed that after the approval of the authorization of debt financing instruments by the general meeting of shareholders, the president of the company would be authorized to fully handle the above-mentioned decision-making of debt financing instruments according to the needs of the company and market conditions within 24 months from the date of approval by the general meeting of shareholders, including matters related to the selection, application, issuance, listing and other stages of intermediaries. If the president has decided on the issuance within the validity period of authorization, and the company also obtains the issuance approval, permit or registration from the regulatory authority within the validity period of authorization, the company may complete the issuance within the validity period confirmed by such approval, permit or registration.
On February 4, 2021, the president of the company made the decision on China Vanke Co.Ltd(000002) public issuance of general corporate bonds and decided to issue corporate bonds to professional investors. The company bonds with a total scale of no more than 8 billion yuan and a term of no more than 10 years (including 10 years) are planned to be issued by stages.
On March 24, 2021, the company obtained the registration of issuing corporate bonds with a par value of no more than (including) 8 billion yuan to professional investors with the consent of the China Securities Regulatory Commission (CSRC) (zjxk [2021] No. 970). The company will determine the issuance time, scale and other specific terms of the bonds based on the market and other aspects.
(II) main terms of the bonds
Issuer: China Vanke Co.Ltd(000002) .
Bond Name: China Vanke Co.Ltd(000002) 2022 public issuance of corporate bonds to professional investors (phase I). (bond abbreviation of variety I: 22 Ping An Bank Co.Ltd(000001) , bond Code: 149814; bond abbreviation of variety II: 22 China Vanke Co.Ltd(000002) , bond Code: 149815)
Issuance scale: the issuance scale of this bond shall not exceed RMB 1.990 billion (inclusive).
Bond term: the bonds of this period are mainly divided into two types. The term of type I is 3 years and the term of type II is 5 years.
Face value of bonds: 100 yuan.
Issue price: the bonds are issued at par value.
Credit enhancement measures: the bonds are unsecured.
Bond form: real name bookkeeping corporate bonds. The current bonds subscribed by investors shall be recorded in the custody account opened by the securities registration institution. After the issuance of the current bonds, the bond subscriber may transfer and pledge the bonds in accordance with the provisions of the relevant competent authority.
Inter variety call back option: the issuer and bookkeeping manager will decide whether to exercise the inter variety call back option according to the offline bookkeeping and filing, that is, reduce the issuance scale of one variety and increase the corresponding amount for the issuance scale of the other variety, The proportion of call back among varieties is not limited (if the issuance scale of one variety is fully paid back to another variety, the current bond will actually be changed to a single variety).
Bond interest rate and its determination method: the current bond adopts the form of fixed interest rate, and the coupon rate of the current bond is jointly determined by the issuer and the bookkeeping manager according to the offline inquiry and bookkeeping results at the time of issuance. The coupon rate of bonds adopts simple interest, which is calculated annually without compound interest. The coupon rate of the current corporate bonds is determined by bookkeeping and filing and is fixed during the duration.
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 issuing object of this bond is professional investors who open A-share securities account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except for buyers prohibited by laws and regulations).
Underwriting method: the bonds are underwritten by the lead underwriter in the form of balance underwriting.
Placing rules: consistent with the issuance announcement.
Offline placement principle: consistent with the issuance announcement.
Value date: the value date of this bond is March 4, 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 current bonds pay interest annually and repay the principal at maturity. 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 4 of each year from 2023 to 2025. The interest payment date of current bond type II is March 4 of each year from 2023 to 2027. (in case of legal holidays or rest days, it shall be postponed to the first trading day thereafter; the interest payment during the postponed period shall not be separately paid
