Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. China Everbright Limited does not intend to register its securities under the U.S. Securities Act or to engage in a public offering of its securities in the United States.
CHINA EVERBRIGHT LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 165)
- PROPOSED ISSUE OF MEDIUM TERM NOTES AND PERPETUAL MEDIUM TERM NOTES IN THE PRC
AND
- CONNECTED TRANSACTIONS - UNDERWRITING AGREEMENTS
THE PROPOSED NOTES ISSUE AND THE UNDERWRITING AGREEMENTS
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.
The Board announces that:
- the Company will apply to NAFMII for the registration and issuance of the Medium Term Notes and the Perpetual Medium Term Notes in the aggregate principal amounts of not more than RMB15.6 billion and RMB5 billion, respectively; and
- on 28 August 2020, the Company, Everbright Bank and Everbright Securities entered into the Underwriting Agreements, pursuant to which the Company has engaged Everbright Bank and Everbright Securities as the lead underwriters in respect of the Proposed Notes Issue.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CE Group, through its wholly-owned subsidiary CE Hong Kong, is interested in approximately 49.74% of the total issued share capital of the
1
Company and is a controlling shareholder of the Company. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, each of Everbright Bank and Everbright Securities is an associate of CE Group and therefore a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions contemplated under the Underwriting Agreements (including the payment of any underwriting fee(s)) constitute connected transactions for the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Underwriting Agreements, on an aggregated basis, is more than 0.1% but all of them less than 5%, the entering into of the Underwriting Agreements is subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.
GENERAL
The Proposed Notes Issue is subject to a number of conditions and may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
INTRODUCTION
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.
The Board announces that:
- the Company will apply to NAFMII for the registration and issuance of the Medium Term Notes and the Perpetual Medium Term Notes in the aggregate principal amounts of not more than RMB15.6 billion and RMB5 billion, respectively; and
- on 28 August 2020, the Company, Everbright Bank and Everbright Securities entered into the Underwriting Agreements, pursuant to which the Company has engaged Everbright Bank and Everbright Securities as the lead underwriters in respect of the Proposed Notes Issue.
THE PROPOSED NOTES ISSUE
The principal terms of the Proposed Notes Issue are as follows:
Issuer | : | The Company |
Place of issue | : | The PRC |
Scale of issue | : | The aggregate principal amounts of the Medium Term Notes and the |
Perpetual Medium Term Notes shall be not more than RMB15.6 billion and RMB5 billion, respectively, subject to the final limits accepted for registration by NAFMII.
2
The actual size of issuance of the Notes shall be determined by the | |
Company within the issue limits based on the market conditions and the | |
capital needs of the Company. | |
Tranches | : The Notes may be issued in one or more tranches, subject to the market |
conditions. | |
Target | : The target subscribers shall be qualified institutional investors in the inter- |
subscribers | bank bond market in the PRC. |
Maturity | : The Medium Term Notes shall have a term of not more than ten (10) years. |
The Perpetual Medium Term Notes shall have a base term of not more | |
than five (5) years. At the end of the base term and each extended term, | |
the Company shall have an option to extend the maturity of the Perpetual | |
Medium Term Notes for an additional term, or to repay the Perpetual | |
Medium Term Notes in full. | |
The Notes issued in each tranche may have the same maturity, or they may | |
form a hybrid issue with different maturities. The specific term of the | |
Notes shall be determined by the Company based on the market conditions | |
and the capital needs of the Company. | |
Use | of : It is proposed that the proceeds from the Proposed Notes Issue, after |
proceeds | deducting the issuance expenses, will be used for the repayment of the |
Group's indebtedness and the replenishment of the Group's general | |
working capital. |
THE UNDERWRITING AGREEMENTS
On 28 August 2020, the Company, Everbright Bank and Everbright Securities entered into the Underwriting Agreements, pursuant to which the Company has engaged Everbright Bank and Everbright Securities as the lead underwriters in respect of the Proposed Notes Issue.
The principal terms of the Underwriting Agreements are as follows:
Date | : | 28 August 2020 | |
Parties | : | (i) | the Company, as the issuer; |
(ii) | Everbright Bank, as the lead underwriter; and | ||
(iii) | Everbright Securities, as the joint lead underwriter. |
As at the date of this announcement, CE Group, through its wholly-owned subsidiary CE Hong Kong, is interested in approximately 49.74% of the total issued share capital of the Company and is a controlling shareholder of the Company. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the date of this
3
announcement, each of Everbright Bank and Everbright Securities | |||
is an associate of CE Group and therefore a connected person of | |||
the Company pursuant to the Listing Rules. | |||
Subject matter | : | Pursuant to the Underwriting Agreements, the Company has | |
engaged Everbright Bank and Everbright Securities as the lead | |||
underwriters in respect of the Proposed Notes Issue, subject to the | |||
terms and conditions thereof. | |||
Conditions | : | The performance of the obligations of the Lead Underwriters | |
precedent | pursuant to the respective Underwriting Agreement is conditional | ||
upon the satisfaction of, among other things, the following | |||
conditions: | |||
(i) | the requisite approvals in connection with the issuance of | ||
the relevant Notes pursuant to the applicable PRC laws | |||
and regulations having been obtained; | |||
(ii) | the Company not having breached any of the | ||
representations and warranties provided, and the | |||
obligations undertaken, by the Company under the | |||
Underwriting Agreements and/or any other documents in | |||
connection with the issuance of the relevant Notes; and | |||
(iii) | the Company (as the issuer) and the Lead Underwriters | ||
having agreed in writing on the size of the issue, term and | |||
interest rate of the relevant Notes. | |||
Underwriting | : | Subject to the satisfaction of the conditions precedent pursuant to | |
commitment | the Underwriting Agreements, the Lead Underwriters shall | ||
underwrite each tranche of the Notes by way of standby | |||
commitment in accordance with the terms of the Underwriting | |||
Agreements. | |||
Underwriting fee | : | In consideration of the performance of the underwriting services | |
and other obligations pursuant to the Underwriting Agreements | |||
by the Lead Underwriters, the Company shall pay the Lead | |||
Underwriters the underwriting fee (inclusive of the sales | |||
commission), which shall equal to: |
(i) with respect to the Medium Term Notes, the actual issued amount multiplied by the annual underwriting fee rate of 0.15% multiplied by the term of the Medium Term Notes; and
(ii) with respect to the Perpetual Medium Term Notes, the actual issued amount multiplied by the annual underwriting fee rate of 0.15% multiplied by the term of the Perpetual Medium Term Notes (subject to the maximum term of five years).
4
The maximum aggregate amount of underwriting fee payable by the Company under the Underwriting Agreements shall not exceed RMB200 million.
The underwriting fee for each tranche of the Notes shall be paid annually. The underwriting fee for the first year shall be paid on the payment date by way of deduction of such amount by Everbright Bank, as the bookrunner for the Proposed Notes Issue, from the proceeds of the issuance of the Notes. The remaining underwriting fee shall be paid by the Company on an annualised average basis within ten (10) business days after the corresponding date (other than the date of repayment of the principal and interest of the Notes upon maturity) of the year during the term of the Notes.
The underwriting fee was determined after arm's length negotiation between the Company, Everbright Bank and Everbright Securities with references to the prevailing market rates, and the benefits of the Proposed Notes Issue as set out in the section headed "Reasons for and benefits of the Proposed Notes Issue and the Underwriting Agreements" below, and is in line with the market conditions.
Termination | : | The Underwriting Agreements may be terminated under, among | |
other things, the following circumstances: | |||
(i) | by the Lead Underwriters in the occurrence of a material | ||
adverse event, an event of default or a force majeure event | |||
of the Company pursuant to the terms of the Underwriting | |||
Agreements; and | |||
(ii) | by the Company in the occurrence of a material adverse | ||
event, an event of default or a force majeure event of the | |||
Lead Underwriters pursuant to the terms of the | |||
Underwriting Agreements. |
REASONS FOR AND BENEFITS OF THE PROPOSED NOTES ISSUE AND THE UNDERWRITING AGREEMENTS
The Company is of the view that the Proposed Notes Issue can supplement the working capital of the Company within a reasonable time and enable the Company to optimize the financing structure of the Company and manage the overall financial cost within a reasonable range. The Company is also of the view that the engagement of Everbright Bank and Everbright Securities by the Company as the Lead Underwriters in respect of the Proposed Notes Issue may facilitate the Proposed Notes Issue.
The Directors (including the independent non-executive Directors) are of the view that the Underwriting Agreements and the transactions contemplated thereunder (including the payment of any underwriting fee(s)) have been entered into in the ordinary and usual course of
5
business of the Company and are on normal commercial terms that are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
None of the Directors have a material interest in the Underwriting Agreements. However, in view of good corporate governance practices, Mr. Cai Yunge, being both a Director of the Company and a director of Everbright Bank, and Mr. Yin Lianchen, being both a Director of the Company and a director of Everbright Securities, had abstained from voting on the relevant Board resolution approving the Underwriting Agreements and the transactions contemplated thereunder.
LISTING RULES IMPLICATIONS
As at the date of this announcement, CE Group, through its wholly-owned subsidiary CE Hong Kong, is interested in approximately 49.74% of the total issued share capital of the Company and is a controlling shareholder of the Company. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, as at the date of this announcement, each of Everbright Bank and Everbright Securities is an associate of CE Group and therefore a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions contemplated under the Underwriting Agreements (including the payment of any underwriting fee(s)) constitute connected transactions for the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Underwriting Agreements, on an aggregated basis, is more than 0.1% but all of them less than 5%, the entering into of the Underwriting Agreements is subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.
INFORMATION ON THE PARTIES
Information on the Group
The Company, through its subsidiaries and associates, is principally engaged in the provision of financial services and persistently pursues the cross-border macro asset management strategy, with specific focuses on fund and investment business.
Information on Everbright Bank
Everbright Bank is a joint stock company incorporated in the PRC with limited liability and its H shares and A shares are listed on the Stock Exchange (stock code: 6818) and the Shanghai Stock Exchange (stock code: 601818), respectively. Everbright Bank is one of the major commercial banks in the PRC mainly engaged in commercial banking operations, including retail banking, corporate banking and treasury operations.
Information on Everbright Securities
Everbright Securities is a joint stock company incorporated in the PRC with limited liability and its H shares and A shares are listed on the Stock Exchange (stock code: 6178) and the Shanghai Stock Exchange (stock code: 601788), respectively.
6
The principal business of Everbright Securities and its subsidiaries includes securities brokerage, securities investment consulting, financial consulting relating to securities trading and securities investment, securities underwriting and sponsorship, proprietary trading of securities, intermediary referral business for futures companies, sales agent of securities investment funds, margin financing and securities lending business, sales agent of financial products, market making of stocks and options and other businesses approved by the China Securities Regulatory Commission.
GENERAL
The Proposed Notes Issue is subject to a number of conditions and may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, unless otherwise defined, the following terms shall have the following meanings:
"associate" | has the meaning ascribed to it under the Listing Rules |
"Board" | the board of Directors |
"CE Group" | 中國光大集團股份公司 (China Everbright Group |
Ltd.*), a joint stock company incorporated under the | |
laws of the PRC holding 100% equity interest of CE | |
Hong Kong | |
"CE Hong Kong" | China Everbright Holdings Company Limited, a |
company incorporated under the laws of Hong Kong | |
with limited liability and an indirect controlling | |
shareholder of the Company | |
"Company" | China Everbright Limited (中國光大控股有限公司), |
a company incorporated under the laws of Hong Kong | |
with limited liability and whose shares are listed on the | |
Stock Exchange | |
"connected person" | has the meaning ascribed to it under the Listing Rules |
"controlling shareholder" | has the meaning ascribed to it under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Everbright Bank" | China Everbright Bank Company Limited (中國光大 |
銀 行 股 份 有 限 公 司 ), a joint stock company | |
incorporated in the PRC with limited liability and | |
whose H shares and A shares are listed on the Stock | |
Exchange (stock code: 6818) and the Shanghai Stock | |
Exchange (stock code: 601818), respectively | |
7 |
"Everbright Securities" | Everbright Securities Company Limited (光大證券股 |
份有限公司), a joint stock company incorporated in | |
the PRC with limited liability and whose H shares and | |
A shares are listed on the Stock Exchange (stock code: | |
6178) and the Shanghai Stock Exchange (stock code: | |
601788), respectively | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | Hong Kong Special Administrative Region of the PRC |
"Lead Underwriters" | Everbright Bank and Everbright Securities |
"Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited | |
"Medium Term Notes" | the medium term notes proposed to be issued by the |
Company with an aggregate principal amount of not | |
more than RMB15.6 billion | |
"NAFMII" | National Association of Financial Market Institutional |
Investors of the PRC | |
"Notes" | collectively, the Medium Term Notes and the |
Perpetual Medium Term Notes | |
"Perpetual Medium Term Notes" | the perpetual medium term notes proposed to be issued |
by the Company with an aggregate principal amount | |
of not more than RMB5 billion | |
"PRC" | the People's Republic of China excluding, for the |
purposes of this announcement, Hong Kong, the | |
Macau Special Administrative Region of the PRC and | |
Taiwan | |
"Proposed Notes Issue" | the proposed issue of the Notes in the PRC to qualified |
investors by the Company | |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of |
the Laws of Hong Kong) | |
"Shareholders" | the shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Underwriting Agreements" | collectively, (i) the underwriting agreement dated 28 |
August 2020 entered into between the Company, | |
8 |
Everbright Bank and Everbright Securities, as | |
supplemented and amended by a supplemental | |
agreement signed on the same date, pursuant to which | |
the Company has engaged Everbright Bank and | |
Everbright Securities as the lead underwriters in | |
respect of the proposed issuance of the Medium Term | |
Notes; and (ii) the underwriting agreement dated 28 | |
August 2020 entered into between the Company, | |
Everbright Bank and Everbright Securities, as | |
supplemented and amended by a supplemental | |
agreement signed on the same date, pursuant to which | |
the Company has engaged Everbright Bank and | |
Everbright Securities as the lead underwriters in | |
respect of the proposed issuance of the Perpetual | |
Medium Term Notes | |
"%" | per cent |
By order of the Board
China Everbright Limited
Chan Ming Kin Desmond
Company Secretary
Hong Kong, 28 August 2020
As at the date of this announcement, the Directors of the Company are:
Executive Directors: | Independent Non-executive Directors: |
Dr. Cai Yunge (Chairman) | Dr. Lin Zhijun |
Dr. Zhao Wei (Chief Executive Officer) | Dr. Chung Shui Ming Timpson |
Mr. Zhang Mingao | Mr. Law Cheuk Kin Stephen |
Mr. Tang Chi Chun Richard | |
Mr. Yin Lianchen | |
* For identification purposes only |
9
Attachments
- Original document
- Permalink
Disclaimer
China Everbright Limited published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 09:17:06 UTC