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Chinalin Securities Co.Ltd(002945)
(address: 5-5, unit 1, building 3, international headquarters city, Liuwu New District, Lhasa) Chinalin Securities Co.Ltd(002945) in 2022, corporate bonds were publicly issued to professional investors (phase I)
Issuance announcement
Lead underwriter and bond trustee
Citic Securities Company Limited(600030)
Signed on: January 19, 2022
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Important notes
1. Chinalin Securities Co.Ltd(002945) (hereinafter referred to as “the issuer” or “the company”) has obtained the approval of China Securities Regulatory Commission (CSRC) zjxk [2021] No. 391 document on February 3, 2021 to publicly issue corporate bonds with a par value of no more than 4 billion yuan (hereinafter referred to as “the bonds”).
The issuer’s bonds are issued in installments. The ” Chinalin Securities Co.Ltd(002945) 2022 public issuance of corporate bonds to professional investors (phase I)” is the first issue under the bonds (hereinafter referred to as “the bonds”), and the face value of the bonds is no more than 1 billion yuan (including 1 billion yuan), The remaining part shall be issued within 24 months from the date of registration / approval of issuance by the CSRC.
2. The issuance scale of this bond is no more than RMB 1 billion (including RMB 1 billion), the face value of each bond is RMB 100, the issuance quantity is 10 million, and the issuance price is RMB 100 / 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, they will be subject to investor suitability management. Only institutional investors among professional investors will participate in the transaction, and the subscription or purchase of ordinary investors and individual investors among professional investors will be invalid.
4. According to the comprehensive assessment of China Chengxin international credit rating Co., Ltd., the issuer’s current bond is rated AA +, and the main body is rated AA +. Prior to the listing of the bonds, the total shareholders’ equity in the consolidated statements of the company at the end of the latest period (September 30, 2021) was RMB 6.264 billion, the asset liability ratio of the consolidated statements was 60.63%, and the asset liability ratio of the parent company was 61.54%; Before the listing of the bonds, the net profits attributable to the shareholders of the parent company in the consolidated statements of 2018, 2019 and 2020 were RMB 345 million, RMB 442 million and RMB 812 million respectively, The average annual distributable profit realized in the last three fiscal years is RMB 533 million (the average net profit attributable to the shareholders of the parent company in the consolidated statements of 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of the current bonds. The issuer’s financial indicators before the issuance of the current period comply with relevant regulations.
The issuer has been listed in Shenzhen Stock Exchange in October 2021（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）The unaudited financial statements from January to September 2021 are disclosed. As of September 30, 2021, the total assets of the issuer were 24.355 billion yuan and the net assets were 6.264 billion yuan; From January to September 2021,
The total operating income of the company was 1.064 billion yuan, and the net profit was 481 million yuan, a decrease of 27.20% over the same period last year. The net profit attributable to the shareholders of the parent company was 481 million yuan, a decrease of 27.20% over the same period last year, and the consolidated asset liability ratio was 60.63%. The financial indicators of the issuer from January to September 2021 still comply with the relevant provisions on public issuance of corporate bonds, which will not constitute a material obstacle to the current issuance.
5. After the issuance of this issue, the company will submit an application for the listing and trading of this issue of 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 cannot be listed on other trading places except Shenzhen Stock Exchange.
6. Term: the term of this bond is 2 years.
7. Credit enhancement measures: the bonds are unsecured.
8. There are no special rights clauses in the bonds
9. The inquiry range of the bonds is 4.50% – 5.50%. The issuer and the lead underwriter will inquire the investors’ interest rate on January 21, 2022 (t-1), and determine the final coupon rate of the bonds according to the interest rate inquiry. The issuer and the lead underwriter will be on the website of Shenzhen Stock Exchange on January 24, 2022 (T)（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Please pay attention to the final coupon rate of the bonds announced on the.
10. The offline issuance objects are institutional investors among professional investors with qualified A-share securities accounts opened by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. Investors participate in offline inquiry and subscription by submitting offline interest rate inquiry and subscription application form to the bookkeeping manager. The minimum offline subscription unit of an investor is 10 million yuan. If it exceeds 10 million yuan, it must be an integral multiple of 1 million yuan, unless otherwise specified by the bookkeeping manager.
11. Investors shall not illegally use other people’s accounts or capital accounts for subscription, nor shall they illegally finance or replace illegal financing subscription. Investors who subscribe for the bonds shall abide by relevant laws and regulations and relevant provisions of the China Securities Regulatory Commission, and bear corresponding legal liabilities.
12. 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 fund payment of this issue of corporate bonds.
13. The main credit rating of the issuer is AA +, and the credit rating of the current bonds is AA +. According to the business guidelines for the qualification access standard of pledge type repurchase and the value of discount coefficient of standard bonds (2017 Revision) issued by China Securities Depository and Clearing Co., Ltd. on April 7, 2017, the current bonds do not meet the basic conditions for pledge type repurchase transactions.
14. This announcement only explains the matters 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 Chinalin Securities Co.Ltd(002945) 2022. Investors can also visit the website of Shenzhen stock exchange for information related to this offering（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
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 noted, the following words in this announcement have the following meanings:
Issuer / the company / the company means Chinalin Securities Co.Ltd(002945)
This bond refers to the corporate bonds with a total amount of no more than RMB 4 billion (including RMB 4 billion) issued by the issuer in China
Current bonds refer to corporate bonds publicly issued to professional investors in Chinalin Securities Co.Ltd(002945) 2022 (phase I)
CSRC / CSRC means China Securities Regulatory Commission
Lead underwriter, bond trustee or Citic Securities Company Limited(600030)
Trustee
Underwriting syndicate refers to the general name of the underwriting institutions organized by the lead underwriter to underwrite the current issue
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Bond registration institution / registration institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Offline inquiry date (t-1 date) refers to January 21, 2022, which is the date on which the issue accepts offline inquiry from institutional investors among professional investors
The first day of issuance and the start date of offline subscription refer to January 24, 2022, which is the machine day (t day) for the issuance of this period to accept professional investors and the start date of offline subscription by institutional investors
Trading day refers to the business day of Shenzhen Stock Exchange
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
The placing Payment Notice refers to the placing payment notice for the public issuance of corporate bonds (phase I) to professional investors in Chinalin Securities Co.Ltd(002945) 2022
1、 Basic information of current issue
1. Issuer: Chinalin Securities Co.Ltd(002945) .
2. Bond name and code: Chinalin Securities Co.Ltd(002945) corporate bonds (phase I) will be publicly issued to professional investors in 2022. The current bond is referred to as “22 Hualin 01” for short, and the bond code is 149791.
3. Issuance scale: the issuance scale of the current bonds shall not exceed 1 billion yuan (including 1 billion yuan).
4. Bond term: the term of this bond is 2 years.
5. Face value of bonds: the face value of current bonds is 100 yuan.
6. Issue price: issue at par.
7. Credit enhancement measures: the bonds are unsecured.
8. Bond form: the corporate bonds issued in this period are real name bookkeeping corporate bonds. The investor subscribes for the corporate bonds issued in the current period and records the trusteeship in the trusteeship account opened by the registration institution. After the end of the current issue, bondholders may transfer bonds and other operations in accordance with the provisions of relevant competent authorities.
9. Bond interest rate and determination method: the annual coupon rate of corporate bonds issued in this period will be determined jointly by the company and the lead underwriter in accordance with relevant national regulations according to the offline inquiry results.
10. Issuance method: the bonds of this period are issued offline, asking for inquiries from institutional investors among professional investors and placing according to bookkeeping and filing.
11. Issuing object: the issuing object of this bond is institutional investors among professional investors who open A-share securities accounts in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except buyers prohibited by laws and regulations). 12. Underwriting method: the bonds are underwritten by the lead underwriter or the underwriting group organized by the lead underwriter in the form of balance underwriting.
13. Placing rules: consistent with the issuance announcement.
14. Offline placement principle: consistent with the issuance announcement.
15. Value date: the value date of this bond is January 25, 2022.
16. Registration date of creditor’s rights for cashing and interest payment: it will be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange and securities registration authority. 17. Method of interest payment and cashing: the list of bondholders will be counted in accordance with the relevant provisions of the current bond registration authority. Simple interest is adopted and interest is calculated on an annual basis without compound interest. 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. 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.
18. Interest payment date: the interest payment date of the current bond is January 25 of each year from 2023 to 2024 (in case of legal holidays or rest days, it will be postponed to the first trading day thereafter; during the extended period, the interest payment will not be calculated separately). 19. Cashing date: the cashing date of the current bonds is January 25, 2024 (in case of legal holidays or rest days, it will be postponed to the first trading day thereafter; no interest will be calculated on the payment during the postponed period).
20. Payment amount: the interest paid to the investor on the interest payment date of the current bond each year is the product of the total face value of the current bond held by the investor as of the closing of the interest registration date and the face interest rate, The amount of principal and interest paid by the investor on the cashing date is the last interest of the current bond held by the investor as of the closing of the cashing registration date and the principal of the total face value of the current bond held by the investor.
21. Repayment order: the repayment order of the current bonds during bankruptcy liquidation is equal to the ordinary debt of the issuer.
22. Credit rating and credit rating agency: according to the comprehensive evaluation of China integrity international, the main credit rating of the company is AA + and the credit rating of the bonds is AA +.
25. Special account for raised funds: the company will designate a special account for the receipt, storage and transfer of raised funds of corporate bonds in accordance with the measures for the administration of corporate bond issuance and trading, the bond trustee agreement, the code of practice for corporate bond trustees and other relevant provisions.
Information of special account for raised funds:
