Securities code: 000685 securities abbreviation: Zhongshan Public Utilities Group Co.Ltd(000685) No.: 2022-006 bond Code: 112861 bond abbreviation: 19 Zhongshan 01
Zhongshan Public Utilities Group Co.Ltd(000685) the third suggestive announcement on the measures for the implementation of “19 Zhongshan 01” adjustment of coupon rate and investor resale
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:
1. According to the Zhongshan Public Utilities Group Co.Ltd(000685) prospectus for public issuance of corporate bonds (phase I) to qualified investors in 2019 (hereinafter referred to as the “prospectus”), Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as the “issuer” and the company) has the right to decide whether to adjust the coupon rate of the bonds at the end of the third year of the duration of the bonds, The issuer will disclose the announcement on whether to adjust the coupon rate of the current bonds and the adjustment range on the 30th trading day before the interest payment date of the third interest bearing year of the current bonds.
The coupon annual interest rate of the current bond in the first three years of its duration is 4.0%; At the end of the third year of the duration of the bonds, the issuer chooses to reduce the coupon rate by 85bp, and the coupon rate in the fourth and fifth years of the duration is 3.15%.
2. According to the provisions of the prospectus, after the issuer issues an announcement on whether to adjust the coupon rate and adjustment range of the current bonds, the investor has the right to resell all or part of the current bonds to the issuer at face value on the interest payment date of the third interest bearing year within the duration of the current bonds.
3. Investor’s repurchase option: the bondholder exercising the repurchase option shall make a repurchase declaration through the designated trading system on the repurchase declaration date, that is, within 5 trading days from the date of the issuer’s announcement on whether to adjust the coupon rate and adjustment range of the current bonds. The repurchase declaration of the holder cannot be revoked after confirmation, The corresponding total face value of current bonds will be frozen. If no declaration is made on the resale reporting date, it shall be deemed to give up the resale option, continue to hold the current bonds, and accept the above decision on whether to adjust the coupon rate and adjustment range of the current bonds. 4. Resale declaration date: January 17, 2022 to January 21, 2022. As of January 14, 2022, the closing price of the bonds is 100.00 yuan. Investors’ participation in the resale may bring losses. Please pay attention to the risks.
5. Resale price: RMB 100 / piece (excluding interest).
6. Arrival date of resale funds: March 7, 2022.
7. The issuer will not resell the resale bonds.
8. This resale declaration cannot be revoked within the specified time.
The issuer’s announcement on the adjustment of “19 Zhongshan 01” coupon rate and the implementation measures for investors\’ resale is as follows:
1、 Basic information of “19 Zhongshan 01”
1. Bond Name: Zhongshan Public Utilities Group Co.Ltd(000685) corporate bonds will be publicly issued to qualified investors in 2019 (phase I).
2. Bond abbreviation: 19 Zhongshan 01.
3. Bond Code: 112861.
4. Issuance scale: RMB 1 billion.
5. Bond term: the term of 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.
6. Bond interest rate: 4.0%. The issuer has the right to decide whether to adjust the coupon rate of the current bond at the end of the third year of the duration of the current bond.
7. Repayment of principal and interest: the current corporate bonds shall pay interest annually and repay the principal at maturity. That is, the interest is paid once a year, and the last interest is paid together with the principal. No additional interest shall be calculated for the annual interest payment from the date of interest payment, and no additional interest shall be calculated for the principal from the date of principal cashing.
8. Value date: March 5, 2019.
9. Interest payment date: March 5 of each year from 2020 to 2024 is the interest payment date of the previous interest year (in case of legal holidays or rest days, the payment will be postponed to the first trading day thereafter, and no interest will be calculated during the postponed period); If the bondholder exercises the call back option, the interest payment date of the call back part of the bonds will be March 5 of each year from 2020 to 2022 (in case of legal holidays or rest days, the payment will be postponed to the first trading day thereafter, and no interest will be calculated during the extended period).
10. Creditor’s right registration date: it is the trading day before the interest payment date of each year, which shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and bond registration authority. After the closing of the market on the creditor’s rights registration date, the holders of current bonds registered in the register are entitled to receive the interest of the interest year in which the creditor’s rights registration date is located (the interest of the last interest year is paid together with the principal).
11. Payment registration date: the payment registration date of the bonds will be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation. After the closing of the market on the date of payment registration, the registered holders of the current bonds are entitled to the principal and the last interest of the current bonds.
12. Cashing date: March 5, 2024 is the cashing date of the principal and the last interest of the bonds (in case of legal holidays or rest days, the cashing will be postponed to the first trading day thereafter, and no interest will be calculated during the postponed period). If the bondholder exercises the repurchase option, the redemption date of some bonds sold back is March 5, 2022 (in case of legal holidays or rest days, the redemption will be postponed to the first trading day thereafter, and no interest will be accrued during the postponed period).
13. The issuer’s option to adjust the coupon rate: the issuer’s option to adjust the coupon rate is attached to the current bond. The issuer has the right to decide whether to adjust the coupon rate of the current bonds at the end of the third year of the duration of the current bonds. The issuer will publish an announcement on whether to adjust the coupon rate of the current bonds and the adjustment range on the information disclosure media designated by Shenzhen Stock Exchange on the 30th trading day before the interest payment date of the third interest bearing year of the current bonds. If the issuer does not exercise the interest rate adjustment option, the coupon rate of the subsequent term of the current bond will remain unchanged.
14. Investors’ repurchase option: after the issuer issues an announcement on whether to adjust the coupon rate and adjustment range of the current bonds, investors have the right to choose to repurchase all or part of the current bonds held by them to the issuer at face value on the interest payment date of the third interest bearing year within the duration of the current bonds. The bondholder exercising the repurchase right shall make a repurchase declaration through the designated trading system on the repurchase declaration date, that is, within 5 trading days from the date of the issuer’s announcement on whether to adjust the coupon rate and adjustment range of the current bonds. The repurchase declaration of the holder cannot be revoked after confirmation, and the corresponding total face value of the current bonds will be frozen. If no declaration is made on the resale reporting date, it shall be deemed to give up the resale option, continue to hold the current bonds, and accept the above decision on whether to adjust the coupon rate and adjustment range of the current bonds.
The third interest bearing annual interest payment date within the duration of the bonds is the resale payment date. The issuer will complete the resale payment in accordance with the relevant business rules of Shenzhen Stock Exchange and registration authority.
15. Credit rating and credit rating agency: according to the comprehensive evaluation of China Chengxin securities evaluation Co., Ltd., the main credit rating of the issuer is AA +, and the credit rating of the current corporate bonds is AA +.
16. Bond form: real name bookkeeping corporate bonds. The current bonds subscribed by investors shall be recorded in the custody account opened by the securities registration institution. After the issuance of the bonds, the bondholders may transfer and pledge the bonds in accordance with the provisions of the relevant competent authorities.
17. Listing time and place: the bonds will be listed and traded on Shenzhen Stock Exchange on March 18, 2019.
18. Bond guarantee: the current bond is unsecured.
2、 Interest rate adjustment of “19 Zhongshan 01”
The coupon annual interest rate of the current bond in the first three years of its duration is 4.0%; At the end of the third year of the duration of the bonds, the issuer chooses to reduce the coupon rate by 85bp, and the coupon rate in the fourth and fifth years of the duration is 3.15%.
3、 “19 Zhongshan 01” investors\’ resale option and implementation measures for resale
1. Investors’ repurchase option: after the issuer issues an announcement on whether to adjust the coupon rate and adjustment range of the current bonds, investors have the right to choose to repurchase all or part of the current bonds held by them to the issuer at face value on the interest payment date of the third interest bearing year within the duration of the current bonds. The bondholder exercising the repurchase right shall make a repurchase declaration through the designated trading system on the repurchase declaration date, that is, within 5 trading days from the date of the issuer’s announcement on whether to adjust the coupon rate and adjustment range of the current bonds. The repurchase declaration of the holder cannot be revoked after confirmation, and the corresponding total face value of the current bonds will be frozen. If no declaration is made on the resale reporting date, it shall be deemed to give up the resale option, continue to hold the current bonds, and accept the above decision on whether to adjust the coupon rate and adjustment range of the current bonds.
2. Risk tip: if investors choose to sell back, it is equivalent to investors selling “19 Zhongshan 01” at the price of 100 yuan / piece (excluding interest). As of January 14, 2022, the closing price of the bonds is 100.00 yuan. Participating in the resale may bring losses. Please pay attention to the risks.
3. Resale declaration date: January 17, 2022 to January 21, 2022.
4. Resale price: RMB 100 / piece (excluding interest).
5. Measures for resale registration: investors exercising the resale right shall make a resale declaration through the trading system of Shenzhen stock exchange during the resale registration period, and the order can be cancelled on the same day. 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). Before the arrival date of the resale funds, if the current bonds held are subject to judicial freezing or deduction, the current resale declaration business of the bondholder will become invalid.
6. Investors who choose to resell must register on the resale registration date. If they fail to go through the resale registration formalities within the time limit, it will be deemed that the investors do not resell and agree to continue to hold “19 Zhongshan 01”.
7. The issuer will not resell the resale bonds.
4、 Payment arrangement for repurchase of some bonds
1. Arrival date of resale funds: March 7, 2022.
2. Some bonds sold back enjoy interest from March 5, 2021 to March 4, 2022, and the coupon rate of the current bond is 4.0%. Every 10 copies of “19 Zhongshan 01” with a face value of 1000 yuan will be distributed with an interest of 40 yuan (including tax). The actual distribution interest obtained by non resident enterprises (including QFII and rqfii) is RMB 40 per 10 sheets, and the actual distribution interest obtained by individuals and bondholders of securities investment funds after tax is RMB 32 per 10 sheets.
3. Payment method: the issuer will pay the principal and interest for the resale part of “19 Zhongshan 01” according to the registration 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 on the resale registration date
“19 Zhongshan 01” will continue trading during the resale registration period. Part of the bonds to be resold will be frozen after the closing of the market on the day of resale registration.
6、 Notes on interest income tax paid for this resale
1. Notes on individual investors’ payment of corporate bond interest income tax
According to the individual income tax law of the people’s Republic of China and other relevant tax laws, regulations and documents, individual bondholders of current bonds (including securities investment funds) shall pay individual income tax on corporate bond interest, 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. If each cashing institution fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liabilities shall be borne by each cashing institution.
2. Notes on non resident enterprises paying corporate bond interest income tax
In accordance with 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 the enterprise income tax value-added tax policy for overseas institutions investing in the domestic bond market (CS [2018] No. 108), and the decision of the executive meeting of the State Council on October 27, 2021, From November 7, 2018 to December 31, 2025 (the implementation period is extended from November 6, 2021 to the end of the 14th five year plan, i.e. December 31, 2025), the bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from corporate 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.
3. Notes on other bondholders’ payment of corporate bond interest income tax
For other bondholders, the bond interest income tax shall be paid by themselves.
7、 Relevant institutions of this resale
1. Issuer: Zhongshan Public Utilities Group Co.Ltd(000685)
Address: North block, Caixing building, No. 18, Xingzhong Road, Zhongshan, Guangdong
Contact: Zhou Feimei
Tel: 0760-88389918
Fax: 0760-88830011
Postal Code: 528403
2. Lead underwriter: Gf Securities Co.Ltd(000776)
Address: room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong
Contact: Liu Jian
Tel: 020-66338888-8575
Fax: 020-87553600
Postal Code: 510075
3. Bond trustee: Anxin Securities Co., Ltd
address
