Listing place of a shares: Shanghai Stock Exchange Stock Code: 600030 stock abbreviation: Citic Securities Company Limited(600030) listing place of H shares: stock exchange of Hong Kong Stock Code: 6030 stock abbreviation: CITIC Securities Citic Securities Company Limited(600030)
(registered address: North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
A-share allotment instructions
Co sponsor (co lead underwriter)
Co lead underwriter
Signed on:
Issuer statement
The issuer and all directors, supervisors and senior managers undertake that there are no false records, misleading statements or major omissions in this A-share allotment statement and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
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 this A-share allotment statement 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 investor. Any statement to the contrary is a false statement.
According to the provisions of the securities law of the people’s Republic of China, 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 should consult their own stockbrokers, lawyers, professional accountants or other professional consultants if they have any questions about this A-share allotment prospectus and its abstract.
Tips on major events
The company invites investors to read the chapters on risk factors in the A-share allotment manual in detail, and pay special attention to the following major matters: first, the allotment is A-share and H-share allotment, and the issuing object involves domestic and foreign shareholders. Shareholders are reminded to pay attention to the announcement of A-share and H-share issuance. 2、 Funds raised through allotment
The total amount of funds raised in this allotment shall not exceed RMB 28 billion, of which the total amount of funds raised in A-share allotment shall not exceed RMB 23.065 billion and the total amount of funds raised in H-share allotment shall not exceed RMB 4.935 billion. The net amount of funds raised after deducting the issuance expenses from the total amount of funds raised in this allotment is intended to be used to develop capital intermediary business, increase investment in subsidiaries, strengthen the construction of information system and supplement other working funds. After the issuance, the company’s main business will remain unchanged, and the company’s capital strength will be further enhanced, which will help the company enhance its comprehensive strength at home and abroad, improve and improve its business layout in an all-round way, and actively participate in international competition.
If the net amount of the raised funds is lower than the amount of the raised funds to be invested, the insufficient part will be raised by the company itself. Without changing the investment direction of the raised funds, the board of directors of the company may appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project. From the approval of the board meeting at which the company reviewed the share allotment plan to the actual availability of the raised funds, the company will first invest the raised funds with the self raised funds according to the business status and development plan, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are available. 3、 Allotment base, proportion and quantity
This A-share allotment is based on the total number of shares after the closing of the market on the registration date of A-share allotment, and is allotted to all A-share shareholders at the proportion of 1.5 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Corporation. This H-share allotment is based on the total number of shares held by all qualified H-share shareholders determined on the registration date of H-share allotment, and is allotted to all H-share shareholders at the proportion of 1.5 shares per 10 shares. The allotment proportion of A-Shares and H shares is the same, and the allotment price is the same after exchange rate adjustment.
Based on the company’s total share capital of 12926776029 shares as of December 31, 2020, the total number of shares allotted this time is 1939016404, including 1597267249 A shares and 341749155 H shares. Before the implementation of this share allotment, if the total share capital of the company changes due to the company’s share offering, conversion of capital reserve into share capital and other reasons, the number of shares allotted shall be adjusted accordingly according to the total share capital after the change. 4、 Pricing principle and allotment price
(I) pricing principle
1. Refer to the valuation indicators such as the price, price to book ratio and P / E ratio of the company’s shares in the secondary market, and comprehensively consider the company’s business development, shareholders’ interests and other factors;
2. Consider the capital demand of the investment project with raised funds;
3. Follow the principles determined by the board of directors and the sponsor (underwriter).
(II) allotment price
The allotment price is RMB 14.43 per share.
The allotment price is determined by the market price discount method according to the transactions between A-Shares and H shares before the issuance announcement is published. The final allotment price is determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (underwriter) according to the market conditions before the issuance. The allotment prices of A-Shares and H shares remain the same after exchange rate adjustment. 5、 Placing object and underwriting method
The object of this allotment of A-Shares is all A-share shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on the registration date of A-share allotment, and the object of H-share allotment is all qualified H-share shareholders determined on the registration date of H-share allotment. The registration date of this allotment will be determined separately after the CSRC approves the allotment plan.
CITIC Co., Ltd., the largest shareholder of the company, has promised to fully subscribe for the distributable shares determined according to the company’s allotment plan in cash according to the number of shares held by the company after the closing of the market on the registration date of this allotment.
The A-share allotment adopts the consignment method, and the H-share allotment adopts the underwriting method. 6、 Distribution plan of accumulated undistributed profits before this share allotment
The accumulated undistributed profits of the company before the allotment shall be enjoyed by all shareholders after the allotment of A-Shares and H shares according to their shareholding ratio. 7、 Diluted immediate return and measures to fill the return in this allotment
After the completion of this share allotment, the number of share capital and the scale of net assets of the company will increase significantly, and it will take a certain time period from the investment of raised funds to the generation of benefits. The realization of the company’s profits and shareholder returns still mainly depend on the company’s existing business, As a result, the company’s earnings per share and weighted average return on net assets may decline to a certain extent in the short term, that is, there is a risk that the immediate return after the company issues shares. In addition, if the funds raised in this offering can not achieve the expected benefits, it may also lead to the dilution of the company’s earnings per share and return on net assets, thus reducing the company’s shareholder return.
In order to safeguard the legitimate rights and interests of all shareholders, According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions issued by the China Securities Regulatory Commission In accordance with the provisions of laws, regulations and normative documents such as the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31), the company has carefully analyzed the impact of this share allotment on dilution of immediate return, and put forward specific measures to fill in the return Senior management has made a commitment to the effective implementation of the measures to fill the return.
The company held the 20th meeting of the 7th board of directors on February 26, 2021 and approved the plan on risk tips and filling measures for diluting the immediate return on allotment of shares to the original shareholders. For details, see the relevant contents of the Citic Securities Company Limited(600030) announcement on risk presentation, filling measures and commitments of relevant subjects on diluting the immediate return on allotment of shares to the original shareholders.
The specific measures taken by the company to cover the risk that the immediate return is diluted are not equivalent to the guarantee for the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. 8、 Profit distribution policy and cash dividend
(I) policies stipulated in the articles of Association
According to the articles of association, the company’s profit distribution policy is as follows:
“Article 277 the company attaches importance to the reasonable return on investment to investors and formulates a sustained and stable profit distribution policy.
(I) the company shall distribute its profits in cash, stock or a combination of cash and stock, and give priority to the profit distribution mode of cash dividend when the conditions for cash dividend are met. The specific distribution proportion shall be formulated by the board of directors according to the company’s operating conditions and the relevant provisions of the CSRC, and shall be deliberated and decided by the general meeting of shareholders; (II) under the condition of meeting the dividend conditions, the company distributes profits once a year in principle, but the company can make interim dividends according to the profitability and capital demand;
(III) if the board of directors fails to make an annual cash profit distribution plan when the company is profitable, the company shall disclose the reasons in the regular report according to the regulatory requirements;
(IV) if the company’s shareholders occupy the company’s funds in violation of regulations, the company will first deduct the funds occupied from the cash dividends to be distributed by the shareholders during profit distribution.
The company shall disclose the formulation and implementation of cash dividend policy. If the company is qualified but does not carry out cash dividend, it shall fully disclose the reasons.
Article 278 when the company formulates the profit distribution plan, especially the cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, 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 considering the profit distribution plan, especially the cash dividend plan submitted by the board of directors, the general meeting of shareholders shall communicate and exchange with shareholders, especially minority shareholders, through open channels, and fully listen to the opinions and demands of minority shareholders.
Article 279 when formulating the profit distribution plan, the company shall comprehensively consider internal and external factors and try its best to ensure that the annual profit distribution scale is not less than 20% of the net profit attributable to the shareholders of the parent company in the current year. The company can distribute profits in cash when it is profitable in the current year and the accumulated undistributed profits are positive, the cash flow meets the normal operation and long-term development of the company, and the implementation of cash dividends will not affect the sustainable operation of the company. The company shall comprehensively consider the industry characteristics, the company’s development stage, business model, profitability and whether there are major capital expenditure arrangements, and implement differentiated cash dividend policies under the following circumstances: (I) if the company’s development stage is mature and there are no major capital expenditure arrangements, when making profit distribution, The proportion of cash dividends in this profit distribution shall be at least 80%;
(II) if the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in the profit distribution shall at least reach 40%;
(III) if the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in the profit distribution shall be at least 20%;
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. Article 280 when the company is operating well, and the board of Directors considers that the earnings per share and stock price of the company do not match the size of the company’s share capital, and the issuance of stock dividends is conducive to the overall interests of all shareholders of the company, the company shall adopt the form of shares for profit distribution on the basis of considering the growth of the company, the dilution of net assets per share and other factors. When distributing dividends in the form of shares, the general meeting of shareholders shall make a resolution and submit it to the CSRC and other relevant competent authorities for approval.
Article 281 in case of any of the following circumstances, the board of directors of the company may adjust the above-mentioned cash dividend policy after detailed demonstration, explicit opinions of independent directors and approval by more than 2 / 3 of the voting rights held by all shareholders attending the general meeting of shareholders of the company:
(I) when the relevant laws and regulations or the securities regulatory authorities change or adjust the profit distribution policy of the listed company;
(II) early warning of net capital risk control indicators;
(III) when the company’s business condition deteriorates;
(IV) when the board of directors recommends adjustment.
……
Article 283 after the general meeting of shareholders of the company has made a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held. “
(II) shareholder dividend return plan
In order to further strengthen the return to investors and establish a sustainable, stable and active profit distribution policy, The company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice of China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange and the Citic Securities Company Limited(600030) articles of association According to relevant documents, the company has formulated the shareholder return plan for the next three years (2021-2023) on the basis of comprehensive consideration of the actual situation of the company. The specific contents are as follows: “III. specific contents of the shareholder return plan from 2021 to 2023
1. Form of profit distribution
The company distributes its profits in the form of cash, stock or a combination of cash and stock. When the conditions for cash dividends are met, the profit distribution mode of cash dividends shall be given priority. The specific distribution proportion shall be formulated by the board of directors according to the company’s operating conditions and the relevant provisions of the CSRC, and shall be deliberated and decided by the general meeting of shareholders.
2. Specific conditions and proportion of cash dividends
When formulating the profit distribution plan, the company shall comprehensively consider internal and external factors to ensure that the annual profit distribution scale is not less than 20% of the net profit attributable to the shareholders of the parent company in the current year.
The company can distribute profits in cash when it is profitable in the current year and the accumulated undistributed profits are positive, the cash flow meets the normal operation and long-term development of the company, and the implementation of cash dividends will not affect the sustainable operation of the company. The company shall comprehensively consider the characteristics of the industry, the development stage of the company and the business model
