Securities code: 600956 securities abbreviation: China Suntien Green Energy Corporation Limited(600956) Announcement No.: 2022-002 bond Code: 155956 SH bond abbreviation: G19 new Y1
Bond Code: 175805 SH bond abbreviation: G21 new Y1
China Suntien Green Energy Corporation Limited(600956)
Announcement on issuance results of non-public issuance of A-Shares and changes in share capital
The board of directors and all directors of the company 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.
Important content tips:
(I) issue quantity and price
Stock type: RMB ordinary shares (A shares)
Number of shares issued: 337182677
Issue price: 13.63 yuan / share
(II) subscription quantity and restricted period of the issuer
Number of sequential allotment shares lock regular allotment object allotment amount (yuan)
No. (share) (month)
1 Hebei Construction Investment Group Co., Ltd. 182685253 24899998.39 36
Xiamen Borui Oriental Investment Management Co., Ltd. - Borui
2 Dongfang value No. 12 private securities investment fund 5869405 7999990.15 6
Qingdao Fanyi Asset Management Co., Ltd. - Fanyi duoce
3 slightly go with the times No. 1 private securities investment fund 5135730 699999.90 6
4 Sheng Jianying 5135730 69999999.90 6
5 UBS AG 11,005,135 149,999,990.05 6
6 China Securities Co.Ltd(601066) 6,162,875 83,999,986.25 6
7 Nanfang Fund Management Co., Ltd. 5355832 72999990.16 6
8 CAITONG Fund Management Co., Ltd. 28041085 382199988.55 6
9 Wang Yulan 5135730 69999999.90 6
10 Jinan Jiangshan investment partnership (limited partnership) 22010271 299999993.73 6
11 CITIC Lyon Asset Management Co., Ltd. 18341892 24999987.96 6
12 Nord Fund Management Co., Ltd. 4402054 59999996.02 6
13 China International Capital Corporation Limited(601995) 7,776,962 105,999,992.06 6
Guangdong Tianchuang private equity securities investment fund management Co., Ltd
14 company - tianchuangqi No. 15 private securities investment foundation 2201027 29999998.01 6 gold
Shanghai Boshen Investment Center (limited partnership) - Boshen
15 No. 29 securities investment private fund 2201027 29999998.01 6
16 value growth single asset management plan of Huabao securities 3668378 499992.14 6
17 Nanfang Industrial Asset Management Co., Ltd. 7336757 9999997.91 6
Nanfang Tianchen (Beijing) Investment Management Co., Ltd-
18 Nanfang Tianchen Jingsheng phase 1 private securities investment fund 5913426 80599996.38 6
Ningbo haoying equity investment partnership (limited liability company)
19) 2201027 29999998.01 6
Xiamen Borui Oriental Investment Management Co., Ltd. - Borui
20 Yuanwang private securities investment fund 2201027 29999998.01 6
21 Li pengyong 2201027 29999998.01 6
22 China Galaxy Securities Co.Ltd(601881) 2,201,027 29,999,998.01 6
Total 337182677 4595799887.51-
(III) estimated listing time
The new shares issued this time have gone through the share registration formalities at China Securities Depository and Clearing Corporation Shanghai Branch (hereinafter referred to as "zhongdeng company Shanghai Branch") on January 6, 2022.
In this offering, the sales restriction period of shares subscribed by Hebei Construction Investment Group Co., Ltd. (hereinafter referred to as "Hebei Construction Investment") is 36 months, and the sales restriction period of shares subscribed by other 21 issuing objects is 6 months. The newly issued shares may be listed and traded on the Shanghai Stock Exchange on the next trading day after the expiration of the sales restriction (in case of non trading days, the time shall be postponed accordingly).
(IV) asset transfer
All the shares issued this time are subscribed in cash and do not involve asset transfer.
1、 Overview of this offering
(I) overview of this offering
In this offering, 337182677 ordinary shares (A shares) (hereinafter referred to as "this non-public offering", "this offering" or "this non-public offering") were issued by China Suntien Green Energy Corporation Limited(600956) (hereinafter referred to as "the company" or "the issuer") to a total of 22 specific objects. The total amount of funds raised was RMB 4595799887.51, After deducting relevant issuance expenses, it will be used to invest in the construction of Tangshan LNG project (phase I and phase II), Tangshan LNG terminal export pipeline project (Caofeidian Baodi section), Tangshan LNG terminal export pipeline project (Baodi Yongqing section), supplement working capital and repay bank loans. (II) relevant procedures for the performance of this offering
1. Internal decision-making procedures performed by the company
(1) Reviewed and approved by the board of directors
On March 5, 2021, the company held the 21st extraordinary meeting of the Fourth Board of directors, deliberated and passed the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's non-public development of A-Shares issuance scheme, and the proposal on the company's non-public issuance of A shares Proposal on the signing of conditional effective subscription agreement and related party transactions between the company and Hebei Construction Investment Group Co., Ltd., proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company, proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting the immediate return of A-Shares of non-public development banks, taking filling measures and commitments of relevant subjects, proposal on the planning of shareholders' dividend return in the next three years (2021-2023) after the non-public Development Bank, proposal on submitting to the general meeting of shareholders for approval that the controlling shareholders are exempted from increasing their shares of the company by tender offer Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of the non-public Development Bank's A-share shares, proposal on special authorization, proposal on establishing a special account for the raised funds of the non-public Development Bank's A-share shares The proposal on convening the second extraordinary general meeting of the company in 2021, the general meeting of A-share shareholders and the general meeting of H-share shareholders and other proposals related to the non-public offering.
(2) Reviewed and approved by the general meeting of shareholders
On April 23, 2021, the company held the second extraordinary general meeting in 2021, the second A-share general meeting in 2021 and the second H-share general meeting in 2021, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development and issuance of a shares, the proposal on the company's non-public issuance of A shares Proposal on the company's plan for non-public development of a shares, proposal on the signing of conditional effective subscription agreement and related party transactions between the company and Hebei Construction Investment Group Co., Ltd., proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of A-Shares Proposal on the report on the use of the company's previously raised funds, proposal on diluting the immediate return of non-public Development Bank A shares, taking filling measures and commitments of relevant subjects, proposal on the planning of shareholders' dividend return in the next three years (2021-2023) after this non-public offering Proposals related to this non-public offering, such as the proposal on requesting the general meeting of shareholders to approve the controlling shareholder's exemption from increasing the company's shares by tender offer, the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of this non-public development of a shares, and the proposal on special authorization.
2. Regulatory review process
On April 13, 2021, Hebei Construction Investment, the controlling shareholder of the company, issued the reply on approving China Suntien Green Energy Corporation Limited(600956) non-public development of A-Shares (Ji Jian tou Ben Zi [2021] No. 2). Hebei construction investment approved the company's non-public issuance of A-Shares in accordance with the measures for the supervision and Administration of state owned equity of listed companies (Order No. 36 of SASAC, Ministry of Finance and CSRC).
On July 26, 2021, the company's application for non-public offering of A-Shares was approved by the issuance Audit Committee of China Securities Regulatory Commission (hereinafter referred to as "CSRC").
On August 19, 2021, the CSRC issued the reply on approving China Suntien Green Energy Corporation Limited(600956) non-public Development Bank shares (zjxk [2021] No. 2730), and the issuance was approved by the CSRC.
(III) stock issuance
1. Issuance method: non-public issuance of shares to specific objects
2. Stock type: A shares
3. Par value of stock: 1.00 yuan
4. Number of shares issued: 337182677
5. Issue price: 13.63 yuan / share
6. Total funds raised: RMB 4595799887.51
7. Issuance expenses (including underwriting fees, accountants' fees, lawyers' fees, etc.): RMB 50744704.04 (excluding VAT)
8. Net amount of raised funds: RMB 45055183.47
9. Sponsor (lead underwriter): Sino German Securities Co., Ltd. (hereinafter referred to as "Sino German securities") 10. Joint lead underwriter: Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ")
(IV) capital verification and share registration of raised funds
On December 29, 2021, Ernst & Young Huaming Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this offering and issued the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 60809266a01). According to the capital verification report, as of December 29, 2021, the company has issued 337182677 RMB common shares (A shares) to 22 specific objects at an issue price of 13.63 yuan / share, and the total amount of funds raised is 4595799887.51 yuan, deducting Zhongde securities, the sponsor (lead underwriter) of the non-public offering of RMB common shares (A shares) After the remaining recommendation fee and underwriting fee of Guotai Junan Securities Co.Ltd(601211) of the joint lead underwriters was RMB 46595478.81, the actually received raised funds was RMB 4549204408.70. After deducting various issuance expenses of RMB 50744704.04 (excluding value-added tax), the net amount of funds actually raised is RMB 45055183.47. Among them, the newly increased registered capital and share capital are RMB 337182677.00, and the increased capital reserve is RMB 4207872506.47.
The registration and custody of the newly issued shares have been completed in zhongdeng company Shanghai Branch on January 6, 2022.
(V) asset transfer
All the shares issued this time are subscribed in cash and do not involve asset transfer.
(VI) laws of recommendation institutions (lead underwriters), joint lead underwriters and issuers
