CHINAWU YI CO., LTD.
(address: 4 / F, land Plaza, No. 89, Wusi Road, Wenquan street, Gulou District, Fuzhou City, Fujian Province) corporate bonds were publicly issued to professional investors in 2022 (phase I)
Issuance announcement
Lead underwriter and bookkeeper: Citic Securities Company Limited(600030)
(address: North block of excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province)
Co lead underwriter: China Industrial Securities Co.Ltd(601377)
(address: No. 268, Hudong Road, Fuzhou)
Co lead underwriter / trustee: Huafu Securities Co., Ltd
(address: 3 / F, 4 / F and 5 / F, 1# building, No. 27, Guping Road, Gulou District, Fuzhou, Fujian)
Signed on: January 12, 2022
The issuer and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and shall be liable for false records, misleading statements or major omissions in the announcement.
Important notes
1. China Wuyi Co.Ltd(000797) (hereinafter referred to as “the issuer”, “the company” or ” China Wuyi Co.Ltd(000797) “) publicly issues corporate bonds with a total face value of no more than 820 million yuan (including 820 million yuan) (hereinafter referred to as “the bonds”) to professional investors, which has been registered in the document of “CSRC license [2021] No. 2198” of China Securities Regulatory Commission. The bonds are issued in installments. The first issue of corporate bonds (phase I) (hereinafter referred to as “the bonds”) issued to professional investors in 2022 is the first issue under the bonds. The term of the bonds is 3 years, with the issuer’s redemption option at the end of the second year, the issuer’s option to adjust the coupon rate and the investor’s resale option.
2. The issuing scale of the issuer’s current bonds shall not exceed 490 million yuan (including 490 million yuan), the face value of each bond shall be 100 yuan, the total number of bonds shall not exceed 4.9 million (including 4.9 million), and the issuing price shall be 100 yuan / piece.
3. According to the securities law and other relevant provisions, the bonds are only issued to institutional investors among professional investors, and ordinary investors and individual investors among professional investors shall not participate in the issuance and subscription. After the bonds are listed, investor suitability management will be implemented. Only institutional investors among professional investors participate in the transaction, and the subscription or purchase of individual investors among ordinary investors and professional investors is invalid.
After the issuance, the issuer will submit an application for the listing and trading of the bonds to Shenzhen Stock Exchange as soon as possible. The bonds meet the listing conditions for simultaneous trading in the centralized bidding system of Shenzhen Stock Exchange and the comprehensive agreement trading platform (hereinafter referred to as “bilateral listing”). However, before the listing of the bonds, the company’s financial situation, operating performance, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the bonds can be approved by Shenzhen Stock Exchange. If the bonds cannot be listed bilaterally at that time, the investors have the right to choose to sell the bonds back to the company. The investment risk and liquidity risk caused by changes in the company’s operation and income shall be borne by the bond investors themselves. The current bonds are not listed on other trading places except Shenzhen Stock Exchange.
4. The issuer’s long-term subject credit rating is AA, and the current bond credit rating is AA. Prior to the listing of the bonds, the issuer’s net assets at the end of the latest period were 5880.4953 million yuan (total shareholders’ equity in the consolidated statements as of September 30, 2021). From January to September 2021, the issuer realized a net profit attributable to the owners of the parent company of 103.3087 million yuan. As of September 30, 2021, the asset liability ratio of the issuer’s parent company was 63.82%, and the asset liability ratio under the consolidated criteria was 75.26%. Prior to the listing of the bonds, the issuer achieved an average annual distributable profit of RMB 316.9591 million in the last three fiscal years (the average net profit attributable to the owner of the parent company in the consolidated statements of 2018, 2019 and 2020). It is reasonably estimated that the annual distributable profit realized in the last three fiscal years shall not be less than 1.5 times the one-year interest of the bonds. The issuer’s financial indicators before the issuance of the current period comply with relevant regulations.
In 2018, 2019, 2020 and January September 2021, the net cash flow from the issuer’s operating activities was -1084676700 yuan, -1447374900 yuan, 1713304700 yuan and 349675000 yuan respectively. In 2018-2019, the net cash flow from the issuer’s operating activities was negative, mainly due to the increase in the amount used to pay for land reserves; On the other hand, the increase of new international engineering contracting projects makes more cash paid at the initial stage of the project; The development cycle of real estate project is long, the cycle from paying the project construction cost to the return of funds from house sales is long, and the return of funds lags behind the capital expenditure. With the rapid development of the issuer’s real estate project, the project sales are good, and the company’s cash flow will be further improved. Other cash paid by the issuer related to operating activities mainly refers to operating capital transactions between the issuer and the company’s partners and period expenses.
5. The bonds are unsecured.
6. By the end of September 2021, the issuer’s consolidated total assets were 23.767 billion yuan, an increase of 1.77% over the end of 2020, and the consolidated net assets were 5.880 billion yuan, a decrease of 0.23% over the end of 2020. From January to September 2021, the issuer realized an operating revenue of 4.151 billion yuan, a year-on-year increase of 127.35%; The net profit attributable to the owners of the parent company was 41 million yuan, a year-on-year increase of 146.45%. From January to September 2021, the net cash flow from operating activities was 350 million yuan, compared with 1.263 billion yuan in the same period in 2020, mainly due to the significant increase in cash received by the issuer from selling goods and providing services. Generally speaking, there is no significant adverse change in the issuer’s financial data at the end of September / January September 2021, and there are no other significant adverse changes or other events that have a significant adverse impact on its solvency, which has no negative impact on the solvency of the current bonds. The issuer has a reasonable asset liability structure and normal cash flow.
7. The inquiry range of the coupon rate of the current bond is 5.00% – 6.00%. The final coupon rate of the bonds will be determined by the issuer and the bookkeeping manager in the interest rate inquiry range in the form of bookkeeping and filing according to the offline inquiry and bookkeeping results in accordance with relevant national regulations.
The issuer and the lead underwriter will make an interest rate inquiry to offline investors on January 14, 2022 (t-1), and determine the final coupon rate of the bonds according to the inquiry results. On January 17, 2022 (t day), the issuer made a statement on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”)（ http://www.szse.cn. ）Please pay attention to the final coupon rate of the bonds announced on the.
8. The issuance of this issue of bonds adopts the method of inquiry and placement from the Internet to the professional institutional investors specified in the measures for the administration of corporate bond issuance and Trading (hereinafter referred to as the “administrative measures”). Offline subscription shall be placed by the lead underwriter according to bookkeeping and filing. The specific issuance arrangement will be carried out in accordance with the relevant provisions of Shenzhen Stock Exchange. Please refer to “(VI) placement” of “III. offline issuance” of this announcement for the placement principles.
9. Offline issuance is for professional institutional investors. Professional institutional investors participate in offline inquiry and subscription by submitting offline inquiry and subscription application form to the bookkeeping manager. The minimum offline subscription amount of professional institutional investors is 10 million yuan (including 10 million yuan), and those exceeding 10 million yuan must be an integral multiple of 1 million yuan.
10. Investors shall not illegally use other people’s accounts or funds for subscription, nor shall they finance or subscribe for others in violation of regulations. Investors who subscribe for and hold the bonds shall abide by relevant laws and regulations and the relevant provisions of the CSRC, and bear corresponding legal liabilities.
11. Investors are kindly requested to pay attention to the specific provisions on the issuance method, issuance object, issuance quantity, issuance time, subscription method, subscription procedure, subscription price and subscription payment of the bonds in this announcement.
12. The issuer will go through the relevant listing procedures as soon as possible after the issuance of the bonds, and the specific listing time of the bonds will be announced separately.
13. This announcement only explains the issues related to the issuance of the bonds and does not constitute any investment suggestions for the bonds. If investors want to know more about the bonds of this period, please carefully read the prospectus for public issuance of corporate bonds (phase I) to professional investors in China Wuyi Co.Ltd(000797) 2022. The prospectus and its abstract were published on the website of Shenzhen Stock Exchange on January 13, 2022 (T-2)（ http://www.szse.cn. ）Come on. Investors can also visit the website of Shenzhen stock exchange for relevant information about this offering（ http://www.szse.cn. ）Query.
14. The issuer’s main credit rating is AA, and the credit rating of the current bonds is AA. The current bonds do not meet the basic conditions for pledge type repurchase transactions, and pledge type repurchase cannot be carried out.
15. For other matters related to the issuance of the bonds, the issuer and the lead underwriter will, as necessary, register on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Timely announcement on, please pay attention to investors.
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this announcement:
Issuer / company / China Wuyi Co.Ltd(000797) means China Wuyi Co.Ltd(000797)
This bond and this corporate bond refer to the corporate bonds publicly issued by China Wuyi Industry Co., Ltd. in 2021 with a total issuance amount of no more than RMB 820 million
Current bonds refer to the corporate bonds (phase I) issued by China Wuyi Industry Co., Ltd. to professional investors in 2022 with a total amount of no more than 490 million yuan
This issuance refers to the public issuance of the bonds
Lead underwriters refer to Citic Securities Company Limited(600030) , China Industrial Securities Co.Ltd(601377) Co., Ltd. and Huafu Securities Co., Ltd
Citic Securities Company Limited(600030) , lead lead underwriter, book index
Citic Securities Company Limited(600030)
Record manager
Trustee refers to Huafu Securities Co., Ltd
Co lead underwriters refer to China Industrial Securities Co.Ltd(601377) and Huafu Securities Co., Ltd
The issuer’s lawyers and law firms refer to Beijing Yingke Law firm
Huaxing accounting firm and audit institution refer to Huaxing accounting firm
Credit rating agency refers to China Chengxin international credit rating Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Securities registration authority refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Bookkeeping and filing refers to the procedure by which the bookkeeper records the investor’s willingness to subscribe and the bond price
Trading day refers to the business day of Shenzhen Stock Exchange
Legal holidays or rest days refer to the legal and government designated holidays of the people’s Republic of China
Or rest days (excluding legal holidays and / or rest days in Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan)
Offline inquiry date (t-1 date) refers to January 14, 2022, which is the date on which the offline inquiry of professional institutional investors is accepted for this offering
The first day of issuance and the start date of offline subscription refer to January 17, 2022, which is the start date of accepting investors’ online (T-day) subscription for this issuance
Placement confirmation and Payment Notice refers to the placement confirmation and payment notice of corporate bonds (phase I) issued to professional investors in China Wuyi Co.Ltd(000797) 2022
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