Vanke center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen
China Vanke Co.Ltd(000002) 2022 public issuance of corporate bonds to professional investors (phase I)
Issuance announcement
Lead underwriter, Bookrunner, bond trustee
North block, Zhuoyue Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong signed on: February 28, 2022
The issuer and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important notes
1. China Vanke Co.Ltd(000002) (hereinafter referred to as “the issuer”, “the company”, “the company” and “the group”) 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 the China Securities Regulatory Commission (CSRC) (zjxk [2021] No. 970) on March 24, 2021.
2. The issuer will issue the bonds in installments. This bond is the second issue of this bond.
3. The face value of the bonds is RMB 100, and the issuing price is RMB 100 each. The issuing scale of the bonds is no more than RMB 1.99 billion (inclusive), and the total number is no more than 19.9 million (inclusive). 4. According to the relevant provisions of the administrative measures for the issuance and trading of corporate bonds (hereinafter referred to as the “administrative measures”), the bonds are only issued to professional investors, and ordinary investors are not allowed to participate in the issuance and subscription. Professional investors shall have corresponding risk identification and bearing capacity, and comply with the provisions of the administrative measures, the administrative measures for the appropriateness of investors in the bond market of Shenzhen Stock Exchange (hereinafter referred to as the “administrative measures for appropriateness”) and relevant laws and regulations. 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.
5. According to the comprehensive assessment of united credit rating Co., Ltd. (hereinafter referred to as “united credit”), the issuer’s main credit rating is AAA, the rating outlook is stable, and the credit rating of the current bond is AAA, indicating that the issuer has a strong ability to repay the debt, is basically not affected by the adverse economic environment, and the risk of default is very low. 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. The issuer’s financial indicators before this offering comply with relevant regulations.
6. After the issuance of this issue of bonds, the company will timely submit an application for listing and trading to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and apply for simultaneous listing on the centralized bidding system and comprehensive agreement trading platform of Shenzhen Stock Exchange (hereinafter referred to as “bilateral listing”). At present, the current bonds meet the listing conditions for bilateral listing on the Shenzhen Stock Exchange, but before the listing of the current bonds, the company’s operating performance, financial status, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the current bonds can be approved by the Shenzhen Stock Exchange. If the current bonds cannot be listed bilaterally at that time, Investors have the right to choose to resell the bonds to the company before listing. 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 bonds will not be listed in other places except Shenzhen Stock Exchange.
7. The current bonds are divided into two varieties, one with a 3-year term and the other with a 5-year term.
The bonds of the current period have the option of inter variety call back. The issuer and the 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 of 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).
8. The bonds are unsecured.
9. The inquiry range of coupon rate of current bond variety I is 2.5% – 3.5%, and that of current bond variety II is 2.8% – 3.8%. The final coupon rate of the bonds will be determined by the issuer and the bookkeeping manager in the interest rate inquiry range in the form of bookkeeping and filing according to the offline inquiry and bookkeeping results. The issuer and the bookkeeping manager will inquire the offline investors about the interest rate on March 2, 2022 (t-1), and determine the final coupon rate of the bonds according to the inquiry results. The issuer will be on the website of Shenzhen Stock Exchange on March 3, 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 issuance of the current bonds adopts the method of inquiry and placement under the Internet to professional investors who have opened qualified A-share securities accounts in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as the “registration authority”) as stipulated in the administrative measures. The offline subscription shall be placed by the bookkeeping manager according to the bookkeeping filing. The specific issuance arrangement will be carried out in accordance with the relevant provisions of Shenzhen Stock Exchange. See “(VI) placement” of “III. offline issuance” of this announcement for specific placement principles. The specific issuance arrangement will be carried out in accordance with the relevant provisions of Shenzhen Stock Exchange. 11. Offline issuance is for professional investors who open qualified A-share securities accounts with registration institutions. Professional investors participate in offline inquiry and subscription by submitting offline interest rate inquiry and subscription application form to the bookkeeping manager. The minimum offline subscription amount of professional investors is 10 million yuan (including 10 million yuan), and those exceeding 10 million yuan must be an integral multiple of 1 million yuan.
12. Investors shall not illegally use other people’s accounts or funds for subscription, nor shall they finance or subscribe for others in violation of regulations. Investors who subscribe for and hold the bonds shall abide by the relevant laws and regulations and the relevant provisions of the CSRC, and bear the corresponding legal liabilities.
13. 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 payment of the bonds in this announcement.
14. The main credit rating of the company is AAA, and the credit rating of the current bonds is AAA. The current bonds meet the basic conditions for pledge repo transactions. The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of the registration authority.
15. The issuer is a listed company with the stock code of ( China Vanke Co.Ltd(000002) ). 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.
16. This announcement only explains the issues 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 China Vanke Co.Ltd(000002) 2022 public issuance of corporate bonds (phase I) to professional investors. Investors can also log in to the website of Shenzhen stock exchange for relevant information about this offering（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
17. For other matters related to this offering, the issuer and the lead underwriter will, as necessary, on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Timely announcement on the website, please pay attention to investors.
interpretation
Unless otherwise specified, the following words in this announcement have the following meanings: issuer / company / company / 10000 refers to China Vanke Co.Ltd(000002) shares
This bond refers to the corporate bonds publicly issued to professional investors in China Vanke Co.Ltd(000002) 2021
Current bonds refer to the corporate bonds publicly issued to professional investors in China Vanke Co.Ltd(000002) 2022 (phase I)
This issuance refers to the issuance of current bonds
The prospectus refers to the prospectus for the public offering of corporate bonds (phase I) to professional investors in China Vanke Co.Ltd(000002) 2022 prepared by the company for the issuance of current bonds in accordance with relevant laws and regulations. The abstract of the prospectus refers to the prospectus of the company in accordance with relevant laws Summary of prospectus for China Vanke Co.Ltd(000002) 2022 public offering of corporate bonds (phase I) to professional investors prepared by laws and regulations for the issuance of current bonds
Credit rating report Rating report refers to the legal opinion on the credit rating report of China Vanke Co.Ltd(000002) 2022 public issuance of corporate bonds to professional investors (phase I) Legal opinion of Guangdong Xinda law firm on the public issuance of corporate bonds by Vanke Enterprise Co., Ltd. to professional investors in 2021
Lead underwriter and bookkeeping manager refer to Citic Securities Company Limited(600030) trustee and Citic Securities Company Limited(600030)
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The Administrative Measures refer to the administrative measures for the issuance and trading of corporate bonds
Measures for the administration of appropriateness refers to the measures for the administration of the appropriateness of investors in the bond market of Shenzhen Stock Exchange
Bond registration institution / securities registration institution refers to the institution / registration institution of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Offline inquiry day (t-1 day) refers to March 2, 2022, which is the date on which the current issue accepts offline inquiry from professional investors
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
1、 Basic information of current issue
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.
Placement rules: see “(VI) placement” in “III. offline issuance” of this announcement for details.
Principle of offline placement: see “(VI) placement” in “III. offline issuance” of this announcement for details.
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 from 2023 to 2025
