Securities code: Bank Of Chongqing Co.Ltd(601963) securities abbreviation: Bank Of Chongqing Co.Ltd(601963) Announcement No.: 2022019 Bank Of Chongqing Co.Ltd(601963)
Announcement on public issuance of A-share convertible corporate bonds
Sponsor (lead underwriter): China Merchants Securities Co.Ltd(600999)
Co lead underwriter: China Securities Co.Ltd(601066)
Co lead underwriter: Citic Securities Company Limited(600030)
Co lead underwriter: Huatai United Securities Co., Ltd
The board of directors and all directors of the bank 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
At the end of the Bank Of Chongqing Co.Ltd(601963) , a series of ” Citic Securities Company Limited(600030) ) Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”) ( China Securities Co.Ltd(601066) , Citic Securities Company Limited(600030) and Huatai United are collectively referred to as “joint lead underwriters”) in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the measures for the administration of securities issuance of listed companies (order of the CSRC [No. 163]), the measures for the administration of securities issuance and underwriting (order of the CSRC [No. 144]) Measures for the administration of convertible corporate bonds (CSRC order [No. 178]), detailed rules for the implementation of convertible corporate bond business of Shanghai Stock Exchange (revised in December 2018) (hereinafter referred to as “detailed rules”), guidelines for the issuance and listing of securities of Shanghai Stock Exchange (revised in 2018) (SZF [2018] No. 42) Organize the implementation of this public offering of A-share convertible corporate bonds (hereinafter referred to as “convertible bonds” or “heavy bank convertible bonds”) in accordance with the relevant provisions of the guidelines for securities issuance and underwriting business of Shanghai Stock Exchange No. 2 – securities issuance and listing business of listed companies (Shh [2021] No. 323).
The convertible bonds issued to the public will be placed preferentially to the original A-share 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 (March 22, T-1, 2022), The balance after the preferential placement of the original A-share shareholders (including the part that the original A-share shareholders give up the preferential placement) is issued online through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) to the public investors. Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The promulgated implementation rules.
1、 Key issues for investors
Important tips on the issuance process, subscription, payment and disposal of investors’ abandonment of purchase of convertible bonds are as follows:
1. Special concerns of the prior placement of the original A-share shareholders
(1) The preferred placement of the original A-share shareholders is through online subscription. The issuance of convertible bonds is placed preferentially to the original A-share shareholders, and there is no distinction between tradable shares with limited sale conditions and tradable shares with unlimited sale conditions. In principle, the original A-share shareholders are placed through online subscription through the trading system of Shanghai Stock Exchange, and the securities are registered by the unified clearing and settlement of China Clearing Shanghai Branch. The securities allocated to the original A-share shareholders are negotiable securities with unlimited sales conditions.
There is no offline placement by the original A-share shareholders in this issuance.
On the date of priority placement, subscription and payment of the original A-share shareholders of this convertible bond issuance (t day), the priority subscription of all the original A-share shareholders (including A-share shareholders with restricted sales conditions) is carried out through the trading system of Shanghai Stock Exchange, and the subscription time is 9:30-11:30 and 13:00-15:00 on March 23, 2022 (t day). The placing code is “764963”, and the placing is referred to as “heavy bank debt distribution”.
(2) Adjustment of the actual placing proportion of the original A-share shareholders. The preferred placement ratio of the original A-share shareholders disclosed in this announcement is Zhongshan Public Utilities Group Co.Ltd(000685) 8 hands / share, which is the expected number. If the number of share capital that the company can participate in the placement changes by March 22, 2022 (t-1), the issuer The recommendation institution (lead lead lead underwriter) and the joint lead underwriters will disclose the announcement on the adjustment of the preferred placement proportion of the original A-share shareholders before the Subscription Date (including T-day). The original A-share shareholders shall determine the number of convertible bonds that can be placed according to the actual placement proportion disclosed in the announcement, and ask investors to carefully check the distributable balance of “heavy bank debt distribution” in their securities accounts after the closing of the equity registration day, and make corresponding capital arrangements.
(3) The total share capital of the issuer’s A-Shares is 1895484527 shares, all of which can participate in the preferential placement of the original A-share shareholders. According to the preferred placement proportion of this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original A-share shareholders is 13 million hands.
2. The preferred placement date of the original A-share shareholders of this convertible bond issuance and the online subscription date are March 23, 2022 (t day). The online subscription time is 9:30-11:30 and 13:00-15:00 on t day. Offline issuance to institutional investors will not be arranged.
When the original A-share shareholders participate in the preferred placement, they shall pay the capital in full according to the number of convertible bonds preferentially placed within the amount of their preferred placement.
When the original A-share shareholders and public investors participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.
3. 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 sponsor (lead lead lead underwriter) and the joint lead underwriter find that the investor does not comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the sponsor (lead lead lead underwriter) and the joint lead underwriter have the right to determine that the investor’s subscription is invalid. Investors participating in online subscription shall independently express their intention of subscription and shall not fully entrust securities companies to subscribe on their behalf. For investors participating in online subscription, securities companies shall not declare cancellation of designated transactions and cancellation of corresponding securities accounts for them before the delivery date of successful subscription funds (including T + 3 days).
4. On March 24, 2022 (T + 1), the issuer, the sponsor (lead lead lead underwriter) and the joint lead underwriters will announce the announcement of online winning rate and preferred placement result of Bank Of Chongqing Co.Ltd(601963) public offering of A-share convertible corporate bonds (hereinafter referred to as “announcement of online winning rate and preferred placement result”) in China Securities Journal, Shanghai Securities Journal, securities times and Securities Daily, When the total amount of online effective subscription is greater than the number of online issuance finally determined this time, the sponsor (lead lead lead underwriter) and the joint lead underwriter and the issuer will jointly organize lottery to determine the placement number of online subscription investors on March 24, 2022 (T + 1), based on the online winning rate of this issuance and notarized by the notary department.
5. After winning the subscription of convertible bonds, online investors shall perform the obligation of capital settlement in accordance with the announcement of online winning results of Bank Of Chongqing Co.Ltd(601963) public offering of A-share convertible corporate bonds (hereinafter referred to as the “announcement of online winning results”), so as to ensure that their capital account has sufficient subscription funds on March 25 (T + 2) 2022 and can subscribe for one hand or one hand of integral multiple convertible bonds after winning the subscription, The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located. If the investor’s subscription fund is insufficient, the insufficient part shall be deemed as giving up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investor. According to the relevant regulations of China Clearing Shanghai Branch, the minimum unit to give up subscription is 1 hand. The part that online investors give up subscription shall be underwritten by the sponsor (lead lead lead underwriter) and joint lead underwriters.
6. When the total number of convertible bonds subscribed by the original A-share shareholders and online investors is less than 70% of the issued amount, or when the total number of convertible bonds subscribed by the original A-share shareholders and online investors is less than 70% of the issued amount, the issuer, the recommendation institution (lead lead lead underwriter) and the joint lead underwriters will negotiate whether to take measures to suspend the issuance, And timely report to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). If the issuance is suspended, the reasons for the suspension will be announced and the issuance will be restarted at an appropriate time within the validity period of the approval.
The part of the subscription amount of this issuance less than 13 billion yuan is underwritten by the sponsor (lead lead lead underwriter) and the joint lead underwriters. The underwriting base is 13 billion yuan. The sponsor (lead lead lead underwriter) and joint lead underwriters determine the final placement results and underwriting amount according to the online capital arrival. When the underwriting ratio exceeds 30% of the total amount of this issuance, the recommendation institution (lead lead lead underwriter) and 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.
7. If online investors have won the lottery three times in a row but failed to pay in full within 12 months, they shall not participate in the subscription of new shares, depositary receipts, convertible bonds and convertible bonds within 6 months (calculated as 180 natural days, including the next day) from the next day when CSDCC Shanghai Branch receives the purchase abandonment declaration. The situation of abandoning subscription shall be judged by investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible bonds and exchangeable bonds actually abandoned by investors; If an investor holds multiple securities accounts and abandons subscription in any one of the securities accounts, the number of times of abandonment shall be calculated cumulatively. The situations of abandonment of subscription occurred in disqualification and cancellation of securities accounts are also included in the statistics. 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 registration data of securities accounts are the same, statistics shall be made according to different investors.
8. The lead underwriter and the lead underwriter shall not participate in the online subscription account of the issuer.
9. The convertible corporate bonds only use new shares to convert shares.
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 the subscription of convertible corporate bonds. Once the investor participates in this subscription, the sponsor (lead lead lead underwriter) and the joint lead underwriter shall be deemed as the investor’s commitment: the investor’s participation in this subscription complies with the provisions of laws and regulations and this announcement, and all violations and corresponding consequences arising therefrom shall be borne by the investor.
11. The credit rating of convertible bonds may be lowered due to factors such as the issuer’s operation and management or financial status, which will then affect the bond market transaction price of convertible bonds. Investors should pay attention to the tracking rating report of convertible bonds.
12. The trading price of convertible bonds in the secondary market is affected by multiple factors such as the stock price of listed companies, conversion price, redemption and resale terms, market interest rate, coupon rate and market expectation. The fluctuation situation is relatively complex. It may fall below the issuance price, fluctuate sharply, deviate from the investment value, or even the trading price is lower than the face value. Investors should pay attention to relevant risks.
2、 The convertible bonds issued this time are divided into two parts
1. Preferential placement shall be implemented to the original A-share shareholders registered after the closing of the stock market on the equity registration date (March 22, 2022, t-1). The preferential subscription of the original A-share shareholders is carried out through the trading system of Shanghai Stock Exchange. The placement is referred to as “heavy bank debt distribution” for short, and the placement code is “764963”.
The original A-share shareholders can decide the number of convertible bonds actually subscribed according to their own conditions.
If the ” Bank Of Chongqing Co.Ltd(601963) ” shares held by the original A-share shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement and subscription must be carried out in the corresponding securities business department in accordance with the relevant business guidelines of the registration company.
In addition to participating in the priority placement, the original A-share shareholders can also participate in the online subscription of the balance after the priority placement.
2. Public investors participate in online issuance through the trading system of Shanghai Stock Exchange. The online subscription is referred to as “Chongyin bond issuance” for short, and the subscription code is “783963”. The minimum subscription quantity of each securities account is 1 hand (10 pieces, 1000 yuan), and more than 1 hand must be an integral multiple of 1 hand. The upper limit of the subscription quantity of each account is 1000 hands (10000 pieces, 1 million yuan). If the upper limit is exceeded, the subscription will be invalid. Investors can only use one securities account to participate in the online subscription of convertible bonds. If the same investor uses multiple securities accounts to participate in the subscription of heavy bank convertible bonds, or if the investor uses the same securities account to participate in the subscription of heavy bank convertible bonds for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid.
Important tips
1. Bank Of Chongqing Co.Ltd(601963) public issuance of A-share convertible corporate bonds has been approved by the CSRC in the document of “CSRC license [2022] No. 505”. The A-share convertible bonds issued this time are referred to as “Chongyin convertible bonds” for short, and the bond code is “113056”.
2. The issuance of 13 billion yuan of convertible bonds, each with a face value of 100 yuan, a total of 130 million pieces and 13 million hands, are issued at face value.
3. The convertible bonds issued this time will be registered with CSDCC Shanghai branch after the closing of the market on the equity registration date (March 22, 2022, t-1)
