Stock abbreviation: Norinco International Cooperation Ltd(000065) Stock Code: Norinco International Cooperation Ltd(000065) Announcement No.: 2022022 convertible bond abbreviation: Northern convertible bond convertible bond Code: 127014
Norinco International Cooperation Ltd(000065)
Allotment announcement
Sponsor (lead underwriter): Gf Securities Co.Ltd(000776)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important tips
1. Norinco International Cooperation Ltd(000065) (hereinafter referred to as ” Norinco International Cooperation Ltd(000065) “, “issuer” or “the company”) the share allotment plan was deliberated and adopted at the 44th meeting of the seventh board of directors held on August 11, 2021, the third extraordinary general meeting of shareholders held on October 22, 2021 and the fifth meeting of the eighth board of directors held on December 1, 2021. On October 22, 2021, China Ordnance Industry Group Co., Ltd. (hereinafter referred to as “Ordnance Group”) issued the reply on matters related to Norinco International Cooperation Ltd(000065) share allotment (ordnance reform Zi [2021] No. 362), and agreed to the overall scheme of share allotment in principle. The application for share allotment has been examined and approved by the 21st Meeting of the issuance examination committee of the 18th Issuance Examination Committee of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in 2022, and has been approved by the CSRC’s zjxk [2022] No. 511 document.
2. This allotment is based on 774507031 shares of the issuer’s A-share capital after the closing of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on April 1, 2022 (r day), the registration date of this issuance, and is allotted to all A-share shareholders in the proportion of 3 shares per 10 shares. The total number of shares that can be allotted is 232352109 shares. This allotment of shares adopts online pricing for all shareholders of non tradable conditional shares and shareholders of limited tradable conditional shares, which is organized and implemented by the sponsor (lead underwriter) Gf Securities Co.Ltd(000776) (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” or ” Gf Securities Co.Ltd(000776) “) through the trading system of Shenzhen Stock Exchange. 3. The company was once the subject company of the interconnection between the mainland and Hong Kong stock markets, and now some Hong Kong investors still hold Norinco International Cooperation Ltd(000065) shares. The company needs to arrange the allotment of shares to Hong Kong investors through the trading interconnection mechanism between the mainland and Hong Kong stock markets. There may be differences in the treatment of fractional shares between the mainland and Hong Kong. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “registration company” or “Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). If less than 1 partial allotment warrant is generated in the process of allotment, it shall be sorted according to the number, and the small number shall be circularly carried forward to the large number of shareholders to achieve the minimum bookkeeping unit of 1 share; If Hong Kong investors hold shares of the issuer and participate in this allotment through the interconnection between the mainland and Hong Kong, the Hong Kong Exchanges and Clearing Co., Ltd. will adjust the amount of these fractional shares to integer units in accordance with the relevant rules of the central clearing system for the portion of the allotment shares less than 1 share.
4. The allotment price is 5.16 yuan / share, the allotment code is “080065”, and the allotment is referred to as “northern A1 allotment”. 5. The allotment was made to all A-share shareholders of the company registered in China Clearing Shenzhen Branch after the closing of Shenzhen Stock Exchange on the afternoon of April 1, 2022 (r day).
6. The results of this offering will be published in the securities times and cninfo on April 14, 2022 (R + 7)（ http://www.cn.info.com.cn./ ）Make an announcement on the Internet.
7. If this allotment fails, according to the regulations of the shareholder’s stock custody business department, if there is interest on frozen funds, it will be returned to the subscribed shareholders after deducting the interest income tax (if any) according to the amount of allotment payment plus the current deposit interest (if any) of the bank in the same period.
8. The trading of Norinco International Cooperation Ltd(000065) A shares and “northern convertible bonds” will be suspended during the period of this allotment payment and online clearing, i.e. from April 6, 2022 (R + 1) to April 13, 2022 (R + 6); During the period from R-3 to R + 6 of this allotment, that is, from March 29, 2022 (R-3) to April 13, 2022 (R + 6), the conversion of “northern convertible bonds” is suspended.
9. This announcement only explains matters related to Norinco International Cooperation Ltd(000065) this allotment to all A-share shareholders, and does not constitute any investment suggestions for this allotment. Before making the decision of subscription and allotment, please read the details published on cninfo.com on March 30, 2022 (R-2)（ http://www.cn.info.com.cn./ ）The full text of Norinco International Cooperation Ltd(000065) share allotment instructions and other relevant materials.
For other matters related to this offering, the issuer and the sponsor (lead underwriter) will make timely announcements on the above media as necessary. Please pay attention to them.
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this announcement: issuer / Northern International refers to Norinco International Cooperation Ltd(000065) international / company / the company
North company refers to China North Industry Co., Ltd
North technology refers to North Industrial Technology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration company / Clearing Company / China Clearing refers to the sponsor of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (mainly refers to Gf Securities Co.Ltd(000776) distributor)
Yuan means RMB yuan
This issuance / this refers to the issuer’s allotment of shares to all A-share shareholders in accordance with the Norinco International Cooperation Ltd(000065) allotment instructions and in the proportion of 10:3
RMB common stock index refers to the shares whose face value is indicated in RMB and are only used by qualified investors for trading in RMB
Equity registration date / R refers to April 1, 2022
day
All A-share shareholders refer to all A-share shareholders registered in the company after the closing of Shenzhen Stock Exchange on the equity registration date
Allotment object refers to Norinco International Cooperation Ltd(000065) shareholders who are qualified for allotment and participate in the subscription of allotment
Day refers to working day / normal trading day (excluding legal holidays)
1、 Basic information of this offering
1. Type of issued shares: RMB ordinary shares (A shares).
2. Par value per share: 1.00 yuan.
3. Proportion and number of allotments
This allotment is based on the total number of 774507031 A shares of the issuer after the closing of Shenzhen Stock Exchange on April 1, 2022 (r day), and is allotted to all shareholders according to the proportion of 3 shares per 10 shares. The total number of shares that can be allotted is 232352109.
The issuer was once the subject company of the interconnection between the mainland and Hong Kong stock markets, and now some Hong Kong investors still hold Norinco International Cooperation Ltd(000065) shares. The company needs to arrange the allotment of shares to Hong Kong investors through the trading interconnection mechanism between the mainland and Hong Kong stock markets. There may be differences in the treatment of fractional shares between the mainland and Hong Kong. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (revised version in May 2021). The piecemeal allotment warrants generated in the process of allotment shall be sorted according to the number, and the small number shall be carried forward to the large number of shareholders in order to achieve the minimum bookkeeping unit of 1 share; If Hong Kong investors hold shares of the issuer and participate in this allotment through the interconnection between the mainland and Hong Kong, the Hong Kong Exchanges and Clearing Co., Ltd. will adjust the amount of these fractional shares to integer units in accordance with the relevant rules of the central clearing system for the portion of the allotment shares less than 1 share.
4. Estimated total amount and purpose of raised funds
The total amount of funds to be raised in this allotment shall not exceed RMB 120 million (including issuance expenses). The net amount after deducting issuance expenses will be used to supplement the company’s working capital and repay the loan. Before the raised funds are in place, the company will repay the loan through self raised funds according to the actual maturity date of the loan, and replace it in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
5. Allotment price
The allotment price is 5.16 yuan / share, the allotment code is “080065”, and the allotment is referred to as “northern A1 allotment”.
6. Distribution object
All shareholders of the company registered in the register of the company.
The company’s controlling shareholder, actual controller northern company and its concerted actor northern technology promise to fully subscribe for the placing shares in cash according to their shareholding ratio.
7. Distribution mode
This allotment of shares adopts the online pricing issuance method for the shareholders of unlimited conditional shares and limited conditional shares, and the online issuance is carried out through the trading system of Shenzhen Stock Exchange.
8. Underwriting method
This allotment of shares adopts the method of selling on a commission basis.
9. Main date of this allotment and suspension arrangement
The main dates and suspension arrangements during the issuance of this allotment are as follows:
Suspension arrangement
Transaction date share allotment arrangement Norinco International Cooperation Ltd(000065) northern convertible bond ( Norinco International Cooperation Ltd(000065) ) (127014)
R-3 on March 29, 2022, the normal trading of convertible bonds into shares was suspended, and the conversion of shares was suspended throughout the day
Publish share allotment instructions and share allotment theories
R-2 abstract of the open book on March 30, 2022 and its issuance announcement and website
Roadshow announcement normal transaction normal transaction, whole R-1 March 31, 2022 online roadshow day suspension of share conversion r April 1, 2022 allotment equity registration date
R + 1 to April 6, 2022 – start and end date of allotment payment and allotment
R + 5: prompt announcement (5 times) on April 12, 2022: suspension of trading throughout the day, suspension of trading throughout the day, R + 6: suspension of share conversion on April 13, 2022 for online clearing of registered companies
Resume the trading day and publish the issuance settlement
R + 7 announcement of results on April 14, 2022; Successful ex right normal trading, normal trading, positive base date or withdrawal from normal trading and conversion of shares in case of failure of issuance
Payment date
Note 1: the above dates are arranged as normal trading days. In case of major emergencies affecting the issuance, the sponsor (lead underwriter) and the issuer will timely announce and modify the relevant issuance date;
Note 2: during the period from R-3 to R + 6 of this allotment, that is, from March 29, 2022 (R-3) to April 13, 2022 (R + 6), the conversion of “northern convertible bonds” is suspended.
2、 Subscription method of this allotment
1. Allotment payment time
During the normal trading hours of the Shenzhen Stock Exchange from April 6, 2022 (R + 1) to April 12, 2022 (R + 5), those who fail to pay within the time limit shall be deemed to have automatically waived the right to subscribe for the allotment of shares.
2. Allotment payment method
During the payment period, shareholders can go through the procedures of allotment and payment through the trading system of Shenzhen Stock Exchange at the stock custody securities firm through online entrustment, telephone entrustment, on-site entrustment of the business department, etc. The allotment code is “080065”, the allotment is referred to as “northern A1 allotment”, and the allotment price is 5.16 yuan / share. The limit of the number of shares allotted is the number of shares held as of the date of equity registration multiplied by the proportion of shares allotted (0.30).
The issuer was once the subject company of the interconnection between the mainland and Hong Kong stock markets, and now some Hong Kong investors still hold Norinco International Cooperation Ltd(000065) shares. The company needs to arrange the allotment of shares to Hong Kong investors through the trading interconnection mechanism between the mainland and Hong Kong stock markets. If the allotment shares are less than 1 share, it shall be handled in accordance with the relevant provisions of the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (revised version in May 2021). The piecemeal allotment warrants generated in the process of allotment shall be sorted according to the number, and the small number shall be carried forward to the large number of shareholders in order to achieve the minimum bookkeeping unit of 1 share, Please carefully check the securities balance of “northern A1 allocation”. If Hong Kong investors hold shares of the issuer and participate in the allotment through the interconnection between the mainland and Hong Kong, the Hong Kong Exchanges and Clearing Co., Ltd. will, in accordance with the relevant rules of the central clearing system, issue less than one share of the allotment shares
