(address: No. 99, Tongtian Road, Jiangning Science Park, Nanjing, Jiangsu)
Sinoma Science & Technology Co.Ltd(002080)
Public issuance of green corporate bonds to professional investors in 2022 (phase I)
Issuance announcement
Lead underwriter, Bookrunner and trustee
Tianfeng Securities Co.Ltd(601162)
(address: 4th floor, Gaoke building, No. 2, guandongyuan Road, Donghu New Technology Development Zone, Wuhan City, Hubei Province)
Co lead underwriter
Citic Securities Company Limited(600030) China International Capital Corporation Limited(601995)
(address: 27th floor and 28th floor, block 2, North block, Times Square (phase II), international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing)
March 2022
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Important notes
1. On August 11, 2021, the issuer has been registered in the document “Zhengjian license [2021] No. 2658” of China Securities Regulatory Commission, and publicly issued green corporate bonds with a total face value of no more than 5 billion yuan (including 5 billion yuan) to professional investors (hereinafter referred to as “the bonds”). The bonds are issued in installments. The first phase of green corporate bonds (phase I) (hereinafter referred to as “the bonds”) issued to professional investors in Sinoma Science & Technology Co.Ltd(002080) 2022 is the first phase, and the issuance scale is no more than RMB [800] million (including RMB [800] million). The remaining part shall be issued within 24 months from the date of registration and issuance by the CSRC. The bonds are abbreviated as “22 Sinoma G1” with code 149850.
2. The issuance scale of this issue of bonds is no more than RMB [800] million, the face value of each bond is 100 yuan, the issuance quantity is no more than [8000000], and the issuance price is 100 yuan / 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 assessment of Dagong international credit rating Co., Ltd. (hereinafter referred to as “Dagong international”), the issuer’s current bond credit rating is AAA, the main credit rating is AAA, and the rating outlook is stable. Before the issuance and listing of the bonds, the net assets of the issuer at the end of the latest period were 150593565 million yuan (the total owner’s equity in the consolidated financial statements on September 30, 2021), the asset liability ratio of the consolidated standard was 59.89%, and the asset liability ratio of the parent company was 51.25%; Before the issuance of this bond, the issuer’s annual distributable profit in the last three fiscal years was 1455349300 yuan (the arithmetic mean of the net profit attributable to the shareholders of the parent company in the audited consolidated statements of the company in 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of this bond. 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 for simultaneous trading on 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. The issuance period of the bonds is 3 years.
7. The bonds are unsecured.
8. The inquiry range of the current bonds is [2.60% – 3.60%]. The issuer and the lead underwriter will inquire the investor’s interest rate on [March 16] (t-1) 2022, and determine the final coupon rate of the current bonds according to the interest rate inquiry. The issuer and the co lead underwriters will be on the website of Shenzhen Stock Exchange on March 17, 2022 (t day)（ 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.
9. Offline issuers are [professional investors] with qualified A-share securities accounts opened by Shenzhen Branch of China Securities Depository and Clearing Corporation. 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 unit of investors is 1000 hands (1 million yuan), and those exceeding 1000 hands must be an integral multiple of 1000 hands (1 million yuan), unless otherwise specified by the bookkeeping manager.
10. 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.
11. 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.
12. The main credit rating of the company and the credit rating of current bonds are AAA, which 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. 13. 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. ）Timely announcement on the website, please pay attention to investors.
interpretation
In this announcement, unless the context otherwise requires, the following words have the following meanings:
(I) interpretation of common terms
Abbreviation interpretation
Issuer / the company / the company / Sinoma Science & Technology Co.Ltd(002080) refers to Sinoma Science & Technology Co.Ltd(002080)
Headquarters of the company refers to Sinoma Science & Technology Co.Ltd(002080) headquarters
Controlling shareholder / China building materials refers to China Building Materials Co., Ltd
Actual controller / SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
General meeting of shareholders refers to Sinoma Science & Technology Co.Ltd(002080) general meeting of shareholders
Board of directors means the board of directors of Sinoma Science & Technology Co.Ltd(002080) company
Board of supervisors refers to Sinoma Science & Technology Co.Ltd(002080) board of supervisors
The Sinoma Science & Technology Co.Ltd(002080) bonds issued this time with a scale of no more than RMB 5 billion refer to the green corporate bonds publicly issued by the company to professional investors in 2021
Current bonds refer to green corporate bonds publicly issued to professional investors in Sinoma Science & Technology Co.Ltd(002080) 2022 (phase I)
Issuance documents refer to the documents, materials or other materials necessary in the process of this issuance, as well as all modified and supplementary documents
The issuer’s issuance announcement for the issuance of current bonds in accordance with relevant laws and regulations refers to the issuance announcement of Sinoma Science & Technology Co.Ltd(002080) 2022 public issuance of green corporate bonds (phase I) to professional investors
The prospectus for public issuance of green corporate bonds (phase I) to professional investors in Sinoma Science & Technology Co.Ltd(002080) 2022 prepared by the issuer for the purpose of issuing current bonds and disclosing the relevant information of the prospectus to investors
The summary of Sinoma Science & Technology Co.Ltd(002080) prospectus prepared by the issuer for the issuance of current bonds refers to the summary of the prospectus for the public issuance of green corporate bonds (phase I) by the joint stock limited company to professional investors in 2022
Lead underwriters refer to Tianfeng Securities Co.Ltd(601162) , Citic Securities Company Limited(600030) Co., Ltd., China International Capital Corporation Limited(601995)
Lead lead underwriter / bond trustee / bookkeeper refers to Tianfeng Securities Co.Ltd(601162) Manager / Tianfeng Securities Co.Ltd(601162)
Co lead underwriters refer to Citic Securities Company Limited(600030) , China International Finance Corporation Limited
This issuance refers to the public issuance of this bond to professional investors
Current issue refers to the public offering of current bonds to professional investors
Underwriting syndicate refers to the underwriting syndicate organized by the lead underwriter for this offering
The underwriting syndicate organized by the lead underwriter of the current bonds underwrites according to the balance of the underwriting agreement, which refers to the underwriting method of agreeing to purchase all the remaining bonds by themselves after the end of the specified offering period
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
Abbreviation interpretation
The Administrative Measures refer to the administrative measures for the issuance and trading of corporate bonds issued by the CSRC in February 2021
The Listing Rules of Shenzhen Stock Exchange (the revised rules of 2018 for listed companies)
CSRC refers to the China Securities Regulatory Commission
Securities association refers to China Securities Association
Securities registration authority / registration authority / registration custodian refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. / China Securities Depository and Clearing Co., Ltd
