Stock abbreviation: Bank Of Chongqing Co.Ltd(601963) Stock Code: Bank Of Chongqing Co.Ltd(601963) Bank Of Chongqing Co.Ltd(601963)
Summary of prospectus for public issuance of A-share convertible corporate bonds
(declaration draft)
(address of the issuer: No. 6, yongpingmen street, Jiangbei District, Chongqing)
Sponsor (lead underwriter)
Co lead underwriter
Signed on:
Statement
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in the prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Investors who subscribe for or hold the convertible corporate bonds shall be deemed to have agreed to the bond trustee agreement, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer and bondholders in the bond prospectus.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
The purpose of the summary of this prospectus is only to provide the public with a brief information about this offering. Before making a subscription decision, investors should carefully read the full text of the prospectus and take it as the basis for investment decisions. The full text of the prospectus is also published on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）。
Tips on major issues
When evaluating the convertible bonds issued by this bank, investors should pay special attention to the following major matters: first, the risk that the convertible value of this convertible bond may have significant adverse changes
The issuance plan of convertible bonds stipulates that during the duration of the convertible bonds issued this time, when the closing price of the bank’s A-share shares is lower than 80% of the current conversion price for 15 of any 30 consecutive trading days, the board of directors of the bank has the right to propose a downward amendment to the conversion price and submit it to the general meeting of shareholders of the bank for deliberation and voting. The above scheme can be implemented only after it is approved by more than two-thirds of the voting rights held by all shareholders participating in the voting. When the shareholders vote, the shareholders holding the convertible bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of A-Shares of Bank of Japan in the previous trading day (if there has been a stock price adjustment due to ex right and ex dividend within such 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of A-Shares of Bank of Japan in the previous trading day, At the same time, the revised conversion price shall not be lower than the audited net assets per share and par value of shares in the latest period.
The board of directors of the bank will comprehensively analyze and decide whether to submit a downward correction plan for the conversion price to the general meeting of shareholders when the convertible bonds touch the downward correction conditions, combined with the stock market, its own business development and financial situation at that time. The board of directors of the bank does not necessarily propose a downward correction plan for the conversion price to the general meeting of shareholders. Therefore, in the future, when triggering the downward correction conditions of the conversion price, the investors of this convertible bond may face the risk that the board of directors of this bank does not propose or propose the downward correction proposal of the conversion price in time. At the same time, the downward correction scheme of share conversion price can be implemented only after it is approved by more than two-thirds of the voting rights held by all shareholders participating in the voting. Therefore, there may be a risk that the downward correction clause of share conversion price has not been approved by the general meeting of shareholders.
The trend of the bank’s share price depends on multiple factors such as macroeconomic situation, stock market environment and the bank’s operating performance. After the issuance of the convertible bonds, if the share price of the Bank continues to be lower than the conversion price of the convertible bonds, or the bank fails to revise the conversion price down in time due to various objective reasons, or even if the bank revises the conversion price down, the share price of the bank may continue to be lower than the revised conversion price, it may lead to significant adverse changes in the conversion value of the convertible bonds issued this time, And then lead to the risk that the convertible bonds cannot be converted into shares during the conversion period, which will have a significant adverse impact on the interests of the holders of the convertible bonds. Meanwhile, during the duration of the convertible bonds issued this time, even if the bank amends the conversion price according to the downward amendment clause, The correction range of the conversion price will also be because “the revised conversion price shall not be less than 20 trading days before the convening date of the general meeting of shareholders to consider the above scheme (if there has been a stock price adjustment due to ex right and ex interest within these 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment) Compared with the previous trading, the average trading price of A-Shares of Bank of Japan, and the revised conversion price is not lower than the limit of “net assets per share and par value of shares audited in the latest period”, so there is a risk of uncertainty. 2、 Description of conditional redemption terms
If the convertible price of the bank’s convertible bonds is less than 130% of the closing price of the convertible bonds in the current period (including the convertible price of the convertible bonds that have not been redeemed in the current trading period without the approval of the regulatory department), the convertible price of the convertible bonds in the current trading period shall be at least 130% (if the convertible bonds have not been redeemed in the current trading period, the convertible price of the convertible bonds shall be at least 30 days). If the bank’s share conversion price has been adjusted due to ex right and ex dividend on the above trading days, it shall be calculated according to the share conversion price and closing price before the adjustment on the trading day before the adjustment, and according to the adjusted share conversion price and closing price on the trading day after the adjustment. In addition, when the total face value of the convertible bonds not converted into shares issued this time is less than RMB 30 million, the bank has the right to redeem all the convertible bonds not converted into shares at the price of face value plus accrued interest for the current period. If the bank exercises the above conditional redemption terms after obtaining the approval of relevant regulatory authorities (if necessary), it may promote convertible bond investors to convert shares in advance, resulting in the risk of shortening the duration of convertible bonds and reducing future interest income. 3、 Notes on the issue without conditional resale clauses
According to the relevant provisions of the China Banking and Insurance Regulatory Commission, commercial banks may not set conditional resale clauses for convertible bonds. However, in accordance with the measures for the administration of securities issuance by listed companies of the China Securities Regulatory Commission, in order to fully protect the interests of convertible bond holders, if the implementation of the use of the funds raised by this issuance of convertible bonds is changed compared with the commitments of the bank in the prospectus, the change is recognized by the China Securities Regulatory Commission as changing the purpose of the raised funds, The holders of convertible bonds have the right to sell back the convertible bonds issued this time to the bank at the price of face value plus current accrued interest.
Under the above circumstances, the holders of convertible bonds may carry out the resale within the resale reporting period after the announcement of the bank. If the resale is not carried out within the resale reporting period, the resale right will be automatically lost. In addition, convertible bonds cannot be resold by the holders on their own initiative. 4、 Notes on the credit rating of convertible bonds issued this time
According to the credit rating report on Bank Of Chongqing Co.Ltd(601963) public issuance of A-share convertible corporate bonds issued by Lianhe credit, the bank’s main credit rating is AAA, the rating outlook is stable, and the credit rating of this convertible bond is AAA. After the convertible corporate bonds issued this time are listed, united credit will continue to pay attention to the changes in the bank’s external business environment, operation or financial status and other factors during the validity period of the credit rating of the convertible bonds or the duration of the convertible bonds, so as to continuously track the credit risk of the convertible bonds. 5、 Explanation on no guarantee provided for this issuance
According to Article 20 of the measures for the administration of securities issuance by listed companies, “a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than 1.5 billion yuan at the end of the most recent period”. As of December 31, 2020, the audited net assets of the bank were higher than RMB 1.5 billion, so the convertible bonds were not guaranteed. During the duration of this convertible bond, if there are events that seriously affect the company’s operating performance and solvency, this bond may increase the repayment risk due to the failure to provide guarantee. 6、 Dividend distribution policy and cash dividend of the bank (I) dividend distribution policy
In accordance with the articles of association of the bank and the three-year dividend return plan after the listing of Bank Of Chongqing Co.Ltd(601963) A shares formulated by the bank, the bank implements the profit distribution policy that attaches importance to the reasonable return on investment to shareholders and takes into account the sustainable development of the bank. The specific contents are as follows:
1. Basic principles of profit distribution
The bank will implement a sustained and stable dividend distribution policy. The bank’s dividend distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the bank. The bank will give priority to cash dividend distribution on the premise of sustainable profitability, compliance with regulatory requirements and the bank’s normal operation and long-term development.
2. Specific policies for profit distribution
(1) Form of profit distribution
The bank distributes profits according to the proportion of shares held by shareholders, and may distribute dividends in cash, shares or a combination of both; Those qualified for cash dividends shall give priority to cash dividends for profit distribution. In principle, the bank makes profit distribution once a year, and can make interim profit distribution if conditions permit.
(2) Specific conditions and proportion of cash dividends of the bank
If the bank’s capital adequacy ratio is lower than the minimum standard required by the regulatory authority, cash dividends shall not be distributed to shareholders in this year. On the premise of ensuring that the capital adequacy ratio meets the regulatory provisions, if the profit realized by the bank in each year has distributable profits after making up the losses according to law, withdrawing the statutory reserve fund, general reserves and paying dividends to preferred shareholders, cash dividends can be paid. The profit distributed by the bank in cash every year shall not be less than 10% of the distributable profit realized in the current year. The specific annual cash dividend proportion shall be formulated by the bank in accordance with the relevant laws and regulations, normative documents, articles of association and the operation of the bank at that time, and shall be deliberated and decided by the general meeting of shareholders of the bank.
(3) Conditions for the bank to issue stock dividends
If the bank’s operating income grows rapidly and the board of Directors considers that the bank’s stock price does not match the size of the bank’s share capital, it may propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution.
(4) The board of directors of the bank shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
① If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
② If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
③ If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%; If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
3. Deliberation procedure of profit distribution
(1) When formulating the profit distribution plan, the board of directors of the bank shall carefully study and demonstrate the time, conditions and minimum proportion of cash dividends, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the bank shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and requirements of minority shareholders and respond to the concerns of minority shareholders in a timely manner. The board of supervisors of the bank shall supervise the board of directors’ formulation of the company’s profit distribution plan and decision-making procedures.
(2) If the bank meets the conditions for cash dividend but does not make cash dividend plan, or the profit distributed by the bank in cash is less than 10% of the distributable profit realized in the current year, the board of directors shall make a special explanation on the specific reasons for not paying cash dividend, the exact purpose of the company’s retained earnings and the expected investment income. After the opinions of independent directors are submitted to the general meeting of shareholders for deliberation and disclosed on the media designated by the bank, the bank shall provide shareholders with online voting.
4. Explanation of reasons for no cash profit distribution
The bank shall disclose the profit distribution plan of the year in the annual report. If the board of directors of the bank has made no profit distribution plan during the reporting period, it shall disclose the reasons in the periodic report, and specify the reasons for the non dividend and the purpose of the non dividend funds retained in the bank. The independent directors shall express independent opinions on this.
5. Adjustment of profit distribution policy
In case of force majeure such as war and natural disasters, or changes in the bank’s external business environment that have a significant impact on the bank’s production and operation, or major changes in the bank’s own business conditions, the bank may adjust its profit distribution policy. When the bank adjusts its profit distribution policy, the board of directors shall make a special discussion, discuss the reasons for the adjustment in detail, form a written demonstration report, submit it to the general meeting of shareholders after deliberation by independent directors, and pass it by more than 2 / 3 of the voting rights held by shareholders attending the general meeting of shareholders. The bank shall provide online voting for shareholders. The general meeting of shareholders shall fully consider the opinions of minority shareholders when considering the policy changes of profit distribution plan.
6. If a shareholder of the bank occupies the bank’s funds in violation of regulations, the bank shall deduct the cash dividend distributed by the shareholder to repay the cash occupied.
7. The bank shall disclose in detail the formulation and implementation of the cash dividend policy in its annual report and make a detailed explanation in accordance with the regulatory provisions. If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures of adjustment or change are compliant and transparent. (II) provisions on dividend distribution in dividend return planning
According to the articles of association of the bank and the three-year dividend return plan after the listing of Bank Of Chongqing Co.Ltd(601963) A shares formulated by the bank, the specific contents of the dividend return plan of the bank are as follows:
1. Principles for the formulation of this plan
According to the company law and the articles of association,
