On the implementation measures for the adjustment of coupon rate and resale of “190000 ke01”
First suggestive announcement
Securities code: 00000 2, 299903, 112844 securities abbreviation: Vanke A, Vanke h, 190000 01 Announcement No.: (10000) 2022-005
The company 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:
1. Interest rate adjustment: according to the provisions of the prospectus for the public offering of special corporate bonds for Housing leasing (phase I) to qualified investors in China Vanke Co.Ltd(000002) 2019 (hereinafter referred to as the “prospectus”), the company has the right to decide to adjust the coupon rate of 2 years after the duration of the bonds at the end of the third year of the duration. According to the actual situation of the company and the current market environment, the company decides to reduce the coupon rate of the bonds, that is, the coupon rate of the bonds in the first three years of the duration is 3.65%, and at the end of the third year of the duration of the bonds, the issuer chooses to adjust the coupon rate of the bonds in the second two years after the duration is 2.50%. 2. Investor resale option: according to the investor resale option agreed in the prospectus, the investor has the right to choose to register within the investor resale registration period, sell back all or part of the current bonds held to the issuer according to the face value, or choose to continue to hold the current bonds.
3. If an investor chooses to resell all or part of the current bonds held to the issuer, it shall register within the resale registration period; If the investor fails to make registration, it shall be deemed to continue to hold bonds.
4. Resale price: RMB 100.00/piece (excluding interest).
5. Resale registration period: January 10, 2022, January 11, 2022, January 12, 2022, January 13, 2022 and January 14, 2022.
6. Arrival date of resale funds: February 28, 2022.
7. Risk tip: the investor’s choice of resale is equivalent to selling the “190000 ke01” held at RMB 100 / piece (excluding interest). Investors who choose to resell may bring losses. Please pay attention to the risks. In case of judicial freezing or deduction before the issuance date of resale funds, the bond holder’s resale declaration business shall become invalid.
8. According to the provisions of the prospectus, the resale declaration of the bondholder cannot be revoked after confirmation.
In order to ensure the smooth progress of the work related to the investor’s resale option, the relevant matters are hereby announced as follows:
1、 Basic information of current bonds
1. Issuer: China Vanke Co.Ltd(000002) .
2. Bond Name: China Vanke Co.Ltd(000002) 2019 public issuance of special corporate bonds for Housing leasing to qualified investors (phase I).
3. Bond abbreviation: 190000 01.
4. Bond Code: 112844.
5. Issuance scale: RMB 2 billion. As of the issuance date of this announcement, the bond balance is RMB 2 billion.
6. Bond term: the current bond is 5 years, with the issuer’s option to adjust the coupon rate and the investor’s option to sell back at the end of the third year.
7. Bond interest rate: the coupon rate of the current bond is 3.65%, which is fixed in the first three years of its duration. If the issuer exercises the option to adjust the coupon rate, the coupon rate of the unsold part shall be the coupon rate of the previous three years plus / minus the adjustment basis point for two years after its duration, and shall remain unchanged for two years after its duration. If the issuer does not exercise the option to adjust the coupon rate, the coupon rate of the unsold part will remain unchanged for 2 years after its duration.
8. Method of repayment of principal and interest: the current bond adopts simple interest, with annual interest calculated without compound interest, and no additional interest will be calculated after expiration. The interest shall be paid once a year, the principal shall be repaid once when due, and the last interest shall be paid together with the payment of the principal.
9. The value date of the bonds: February 26, 2019.
10. Interest payment date of current bonds: the interest payment date of current bonds is February 26 of each year from 2020 to 2024. If investors exercise the repurchase option, the interest payment date of some of their bonds will be February 26 of each year from 2020 to 2022. (in case of legal holidays or rest days, it shall be postponed to the first trading day thereafter; no additional interest shall be calculated for each interest payment).
11. Cashing date of current bonds: the cashing date of current bonds is February 26, 2024. If the investor exercises the repurchase option, the redemption date of the repurchase part of the bonds is February 26, 2022. (in case of legal holidays or rest days, it shall be postponed to the first trading day thereafter; no additional interest shall be calculated for the payment during the postponed period).
12. Credit rating: comprehensively evaluated by the tracking rating report on China Vanke Co.Ltd(000002) 2018 public issuance of special corporate bonds for Housing leasing to qualified investors (phase I and phase II) and 2019 public issuance of special corporate bonds for Housing leasing to qualified investors (phase I and phase II) issued by China Chengxin international credit rating Co., Ltd. in May 2021, Maintain the company’s main credit rating of AAA and the current bond credit rating of AAA.
13. Guarantee: no guarantee.
14. Lead underwriter and bond trustee: Citic Securities Company Limited(600030) .
15. Listing time and place: the bonds will be listed on Shenzhen Stock Exchange on March 12, 2019.
16. Registered and entrusted bond dividend distribution and cashing institutions: Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “Shenzhen Branch of China Clearing”).
2、 Interest rate adjustment of current bonds
According to the issuer’s option to adjust the coupon rate set in the prospectus, the company has the right to decide whether to adjust the coupon rate for two years after the duration at the end of the third year of the duration of the bonds. According to the actual situation of the company and the current market environment, the company decides to reduce the coupon rate of the current bonds, that is, the coupon rate of the fourth and fifth years of the duration of the current bonds (February 26, 2022 to February 25, 2024) is 2.50%.
The proposed reduction of the coupon rate of the bonds complies with the relevant provisions of the prospectus of the bonds, and the issuer will bear corresponding legal liabilities for the reduction of the coupon rate of the bonds.
The current bond adopts simple interest, which is calculated on an annual basis without compound interest.
3、 Repurchase option of investors of current bonds and implementation measures for repurchase
1. Investors’ repurchase option: bondholders can make repurchase declaration according to the bond code during the repurchase declaration period. Investors can choose not to sell back, part of the sale back or all of the sale back.
2. Resale registration period: January 10, 2022, January 11, 2022, January 12, 2022, January 13, 2022 and January 14, 2022.
3. Resale price: RMB 100 / piece (excluding interest). Taking one piece of 100 yuan as a resale unit, the resale quantity must be 1 piece and its integer multiple.
4. Measures for resale registration: investors can choose to resell all or part of the bonds held to the company, and make a resale declaration through the trading system of Shenzhen stock exchange during the resale declaration period. The order can be cancelled on the day of the resale declaration. Once the resale declaration is confirmed, it cannot be cancelled, and the corresponding bonds will be frozen. If the declaration is not successful on that day, or there is a bond balance that has not been reported for resale, the resale declaration can be continued on the next day (limited to the reporting and registration period).
5. Cashing date of resale part of creditor’s rights: February 28, 2022. The issuer entrusts CSDCC Shenzhen Branch to handle cashing for the investors registered for resale.
6. The bondholders who choose to sell back shall register during the reporting period. If they fail to go through the formalities of selling back registration within the time limit, it shall be deemed that the bondholders have abandoned the selling back and agreed to continue to hold the current bonds.
4、 Payment arrangement for repurchase of some bonds
1. Arrival date of resale funds: February 28, 2022.
2. Some bonds sold back enjoy interest from February 26, 2021 to February 25, 2022, with an interest rate of 3.65%. The interest distributed by “190000 ke01” with a face value of 1000 yuan per bond is 36.50 yuan (including tax), the actual interest distributed by individual bond holders (including securities investment funds) of the current bond after tax is 29.20 yuan, and the actual interest distributed by non resident enterprises (including QFII and rqfii) after tax is 36.50 yuan.
3. Payment method: the company will pay the principal and interest for the resale part of the bonds according to the declaration results of CSDCC Shenzhen Branch. The resale funds will enter the registered company reserve account of the securities company opened by the investor through the clearing system of CSDCC Shenzhen Branch, Then, the securities company shall transfer the resale funds to the investor’s capital account in the securities company on the account arrival date.
5、 Transactions during resale reporting period
The current bonds will continue to be traded during the resale reporting period, and some of the bonds will be frozen after the closing of the market on the resale reporting day. 6、 Notes on the payment of corporate bond interest income tax by the interest payment object
1. Notes on individual payment of corporate bond interest income tax
According to the individual income tax law of the people’s Republic of China and other relevant laws and regulations, the individual bondholders of the current bonds (including securities investment funds) shall pay individual interest income tax on corporate bonds, and the tax rate is 20% of the interest amount. According to the notice of the State Administration of Taxation on strengthening the withholding and payment of individual income tax on corporate bond interest (Guo Shui Han [2003] No. 612), the individual income tax on bond interest of this period is uniformly withheld and paid by each interest payment outlet when paying interest to bondholders and stored locally.
2. Notes on non resident enterprises paying corporate bond interest income tax
According to the enterprise income tax law of the people’s Republic of China and its implementing regulations, the Interim Measures for the administration of income tax withholding of non resident enterprises (Guo Shui Fa [2009] No. 3), the notice on enterprise income tax and value-added tax of overseas investment institutions in the domestic bond market (CS [2018] No. 108), from November 7, 2018 to November 6, 2021, The bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from enterprise income tax and value-added tax. The scope of the above temporary exemption from enterprise income tax does not include the bond interest actually connected with the institutions and sites established by overseas institutions in China.
On October 27, 2021, the executive meeting of the State Council decided to extend the implementation period of the policy of exemption from enterprise income tax and value-added tax on bond interest income obtained by foreign institutional investors investing in the domestic bond market to December 31, 2025.
3. Notes on other bondholders’ payment of corporate bond interest income tax
For other bondholders, their bond interest income tax shall be paid by themselves.
7、 Relevant institutions for resale of current bonds
1. Issuer: China Vanke Co.Ltd(000002)
Contact address: Vanke center, No. 33, Huanmei Road, Dameisha, Yantian District, Shenzhen
Postal Code: 518083
Contact person: Mao min Tel.: 0755-22198132 Fax: 0755-255316962 lead underwriter: Citic Securities Company Limited(600030) legal representative: Zhang Youjun registered address: North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen contact person: Yang Fang, Deng Xiaoqiang, Chen Donghui, Liu fenyue Tel.: 021-20262380 Fax: 010-60833504 this announcement is hereby made.
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