Stock code: 601198 Stock abbreviation: Dongxing Securities Announcement number: 2021-058
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
Important Content Tips:
●Number of shares issued: 474,484,863 shares
●Issue price: RMB 9.47 per share
●Estimated listing time: Dongxing Securities Co., Ltd. (hereinafter referred to as the "Company") has completed the registration, custody and restriction procedures for the issuance of shares at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on October 22, 2021. The new shares in this non-public offering are limited conditional circulating shares, and the shares subscribed by the issuer are subject to a restriction period of 6 months, and according to the above-mentioned restriction period arrangement, the shares subscribed by the investors are expected to be listed and circulated on April 22, 2022 (in the event of statutory holidays or rest days, it will be extended to the first trading day thereafter).
●Asset Transfer: This offering does not involve the transfer of assets, and the issuers are subscribed in cash.
1. Overview of the offering
(1) The relevant procedures for the performance of this offering
1. The company's board of directors and shareholders' general meeting have made a resolution to approve the non-public offering
On February 2, 2021, the Company held the eighth meeting of the fifth board of directors and deliberated and passed the proposal related to the non-public offering.
On March 2, 2021, the Company held its first Extraordinary General Meeting of Shareholders in 2021 and deliberated and passed the proposals related to the private offering.
2. The company's general meeting of shareholders has authorized the matters related to the non-public offering
The Company's first Extraordinary General Meeting of Shareholders in 2021 agreed to authorize the Board of Directors of the Company, which will delegate to the management of the Company to jointly or separately and exclusively handle matters related to the non-public offering within the scope of the authorization.
3. The controlling shareholder of the company has issued a reply for the non-public offering
On February 8, 2021, China Orient Asset Management Co., Ltd. (hereinafter referred to as "China Orient"), the controlling shareholder of the Company, issued the Reply of China Orient Asset Management Co., Ltd. on the Non-Public Offering of Shares of Dongxing Securities Co., Ltd. (Middle East Fu [2021] No. 8), agreeing that the Company's non-public issuance of A-share shares should not exceed 474,484,863 shares (including 474,484,863 shares).
4. The China Securities Regulatory Commission has issued a regulatory opinion and approval reply for the non-public offering
On May 18, 2021, the Securities and Fund Institution Supervision Department of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") issued the Regulatory Opinion on the Non-Public Offering of A-share Shares of Dongxing Securities Co., Ltd. (Institutional Ministry Letter [2021] No. 1457), which has no objection to the company's application for a non-public issuance of A-share shares, and the regulatory opinion is valid for one year.
On June 25, 2021, the China Securities Regulatory Commission (CSRC) issued the Reply on Approving the Non-Public Offering of Shares of Dongxing Securities Co., Ltd. (CSRC Approval [2021] No. 2204), approving the Company's non-public issuance of no more than 474,484,863 new shares, which is valid for 12 months from the date of approval of the issuance.
(2) The issuance of shares
1. Types of shares to be issued: RMB ordinary shares (A shares) listed in China
2. Face value: RMB 1.00
3. Number of shares issued: 474,484,863 shares
4. Issue price: 9.47 yuan / share
5. Total amount of funds raised: RMB 4,493,371,652.61
6. Issuance fee: RMB 19,018,600.18 (excluding VAT)
7. Net proceeds of funds: RMB 4,474,353,052.43
8. Sponsor (lead underwriter): Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan")
(3) Capital verification and share registration of the raised funds
On 28 September 2021, the Company and the Sponsor (lead underwriter) issued the Notice of Payment for the Non-Public Offering of Shares of Dongxing Securities Co., Ltd. to the 14 issuers allotted in the Offering. As of 17:00 on October 11, 2021, the above 14 issuers have remitted the subscription funds in full to Guotai Junan's special issuance account.
On October 12, 2021, Deloitte Touche Tohmatsu (Special General Partnership) conducted an audit of the actual receipt of the subscription price paid by the subscribers of the offering and issued the "Verification Report on the Subscription Funds of Dongxing Securities Co., Ltd. for the Non-Public Offering of RMB Ordinary Shares (A Shares) by Dongxing Securities Co., Ltd." According to the report, as of October 12, 2021, the total subscription funds paid by certain investors amount 31600703003370298 ed to RMB4,493,371,652.61 (capitalized: Wanton 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 All subscription funds are remitted in cash in RMB.
On October 12, 2021, Guotai Junan transferred the balance of the above subscription amount after deducting sponsorship and underwriting fees (including tax) to the special account designated by the Company for the fund-raising.
On October 13, 2021, Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) conducted an audit of the arrival of the funds raised from the offering into the issuer's account and issued the "Capital Verification Report on the Non-Public Offering of RMB Ordinary Shares (A Shares) by Dongxing Securities Co., Ltd." According to the report, as of October 13, 2021, the actual non-public offering of 474,484,863 A-share shares at an issue price of RMB9.47 per share, the total amount of funds raised was RMB4,493,371,652.61, and the net proceeds raised by the Company after deducting RMB19,018,600.18 excluding VAT issuance expenses were RMB4. 474,353,052.43 yuan (capitalization: wanton pick up wanton 10000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 Among them: RMB474,484,863.00 included in the share capital (capitalization: 仟柒仟仟仟仞仞百捌百拾三元), included in the capital reserve of RMB3,999,868,189.43 (capitalization: 叁拾玖壹玖仟捌仞仟仟拾玖元 Wanton Angle 33 points). All subscription funds are remitted in cash in RMB.
On October 22, 2021, 474,484,863 A-shares subscribed by each issuer were registered, custodial and restricted at the Shanghai branch of China Securities Depository and Clearing Co., Ltd., and are expected to be listed and circulated on April 22, 2022 (in the event of statutory holidays or rest days, it will be postponed to the first trading day thereafter).
(4) The transfer of assets
The offering does not involve the transfer of assets, and the issuers are subscribed in cash.
(5) The concluding opinions of the sponsoring institution, the lead underwriter and the lawyer on the non-public offering process and the compliance of the subscription target
1. Concluding opinions of the sponsoring institution and the lead underwriter on the compliance of the issuance process and the issuer
After verification, the sponsoring institution (lead underwriter) Guotai Junan believes that:
The Company's offering process strictly complies with relevant laws and regulations, as well as the requirements of the Company's Board of Directors, the General Meeting of Shareholders and the China Securities Regulatory Commission for approval and approval.
The process of inquiry, pricing, stock placement, payment, capital verification and other processes of this offering complies with the relevant provisions of the Company Law, the Securities Law, the Measures for the Administration of Securities Issuance by Listed Companies, the Measures for the Administration of Securities Issuance and Underwriting, the Detailed Rules for the Implementation of Non-public Issuance of Shares by Listed Companies, and the issuance plan approved by the China Securities Regulatory Commission.
The selection of the subscription targets of the company's offering is fair and just, in line with the interests of the company and all its shareholders, in line with the provisions of relevant laws and regulations such as the Administrative Measures for the Issuance of Securities by Listed Companies, the Administrative Measures for the Issuance and Underwriting of Securities, the Detailed Rules for the Implementation of the Non-public Issuance of Shares by Listed Companies, and the issuance plan approved by the China Securities Regulatory Commission. In terms of the selection of the issuance object, the company follows the principle of marketization, ensuring the fairness and impartiality of the issuance process and the selection of the issuance object, which is in the interests of the company and all its shareholders.
The Company's non-public offering determined the subscription target by auction, and there was no situation in which the Company and its controlling shareholders, actual controllers and major shareholders made a commitment to them to guarantee the bottom guarantee income or covert guaranteed the bottom guarantee income, and did not provide financial assistance or compensation to them directly or through the interested parties.
The information on the source of the subscription funds of the subscription target is true, accurate and complete, and the subscription fund arrangement can effectively safeguard the legitimate rights and interests of the company and minority shareholders, and comply with the relevant provisions of the China Securities Regulatory Commission's "Answers to Several Questions on Refinancing Business" and other relevant provisions.
2. The lawyer's concluding opinion on the process of the offering and the compliance of the issuer
Grandall Lawyers (Shanghai) believes that:
The company has obtained the necessary authorization, approval and approval in accordance with the law for this non-public offering of shares. The inquiry, placement process and issuance object, source of subscription funds and lock-up period of this offering are in accordance with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures for the Issuance of Securities by Listed Companies and the Detailed Rules for the Implementation of Non-public Issuance of Shares by Listed Companies, and conform to the issuance plan deliberated and approved by the company's board of directors and shareholders' general meeting. The relevant legal documents involved in the company's inquiry and placement process are true, legal and valid.
2. Introduction to the results of the offering and the targets
(1) Results of issuance
The targets and subscriptions of the non-public offering of A-share shares are as follows:
The restriction period of the shares in this non-public offering shall be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission, and the A-share shares subscribed by the subject of the offering shall not be transferred within 6 months from the date of listing, and after the end of the restriction period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. In accordance with the aforesaid blackout period arrangement, the shares subscribed by the above investors are expected to be listed and circulated on 22 April 2022 (or to the first trading day thereafter in the event of statutory holidays or rest days).
(2) The circumstances of the objects of issuance
1. Sanming Caixin Investment Co., Ltd
Company name: Sanming Caixin Investment Co., Ltd
Type of enterprise: Limited liability company (wholly state-owned)
Address: Sanming City Meilie District Peony New Village 2 Building (Tianhong Building) 8 floors
Registered capital: RMB 50 million
Unified social credit code: 91350400563359228E
Legal representative (branch head): You Qingchao
Business scope: investment, asset management; software and information technology services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Sanming Caixin Investment Co., Ltd. subscribed for 10,559,662 shares for a restriction period of 6 months.
2. Wang Xianfeng
Name: Wang Xianfeng
ID number: 500222198909******
Address: Triangle Town, Qijiang District, Chongqing
Type of investor: Natural person
Wang Xianfeng subscribed for 21,119,324 shares for a restriction period of 6 months.
3. Guoren Property & Casualty Insurance Co., Ltd
Company Name: Guoren Property & Casualty Insurance Co., Ltd
Type of enterprise: Other Limited Company Limited by Shares (Unlisted)
Address: Shenzhen Luohu District Sungang Street Tianxin Community Meiyuan Road No. 128 China Merchants Kaiyuan Center 1 Building B Unit 25-29 floors
Registered capital: 4,007.15 million YUAN
Unified social credit code: 91110000693206457R
Legal representative (branch head): Fang Yongbin
Business scope: The licensed business items are: property loss insurance; liability insurance; credit insurance and guarantee insurance; short-term health insurance and accident insurance; reinsurance business of the above business; agency life insurance, annuity insurance, health insurance, accident insurance; insurance fund utilization business permitted by national laws and regulations; and other business approved by the China Insurance Regulatory Commission. (Enterprises independently choose business projects and carry out business activities in accordance with the law; projects that require approval in accordance with the law shall carry out business activities in accordance with the approved content after approval by the relevant departments; and shall not engage in the business activities of projects prohibited and restricted by the city's industrial policy.) ）
Guoren Property & Casualty Insurance Co., Ltd. subscribed for 10,559,662 shares for a restriction period of 6 months.
4. Lin Xiaomin
Name: Lin Xiaomin
ID number: 350182198510******
Address: Gulou District, Fuzhou City, Fujian Province
Lin Xiaomin subscribed for 21,119,324 shares for a restriction period of 6 months.
5. Huaxia Fund Management Co., Ltd
Company Name: Huaxia Fund Management Co., Ltd
Enterprise Type: Limited Liability Company (Sino-Foreign Joint Venture)
Address: No. 3 Courtyard, Anqing Street, Shunyi District, Beijing
Registered capital: RMB 238 million
Unified social credit code: 911100006336940653
Legal representative (branch head): Yang Minghui
Business scope: (1) fund raising; (2) fund sales; (3) asset management; (4) engaged in specific customer asset management business; (5) other business approved by the CSRC. (Market entities independently choose business projects and carry out business activities in accordance with law; projects that require approval in accordance with law shall carry out business activities in accordance with the approved content after approval by relevant departments; and must not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) ）
Huaxia Fund Management Co., Ltd. subscribed for 11,193,241 shares for a restriction period of 6 months.
6. Chen Chunjiu
Name: Chen Chunjiu
ID number: 110108195901******
Address: Xisanqi, Haidian District, Beijing
Chen Chunjiu subscribed for 13,199,577 shares for a restriction period of 6 months.
7. NORD Fund Management Co., Ltd
Company name: NORD Fund Management Limited
Type of business: Other limited liability company
Address: China (Shanghai) Pilot Free Trade Zone, Fucheng Road, No. 99, 18th Floor
Registered capital: 100 million yuan
Unified social credit code: 91310000717866186P
Legal representative (head of branch): Pan Fuxiang
Business scope: (1) initiating, establishing and selling securities investment funds; (2) managing securities investment funds; (3) other business approved by the China Securities Regulatory Commission. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
NORD Fund Management Limited subscribed for 17,634,635 shares for a period of 6 months.
8. CITIC Securities Co., Ltd
Company Name: CITIC Securities Co., Ltd
Type of enterprise: Joint-stock limited company (listed)
Address: North Block, Excellence Times Square (Phase II), No. 8 Central 3rd Road, Futian District, Shenzhen, Guangdong Province
Registered capital: RMB 1,292,677.6029 million
Unified Social Credit Code: 914403001017814402
Legal representative (head of branch): Zhang Youjun
Business scope: Licensed business projects are: securities brokerage (limited to Shandong Province, Henan Province, Zhejiang Province, Tiantai County, Zhejiang Province cangnan County outside the region); securities investment consulting; securities trading, securities investment activities related to financial consulting; securities underwriting and sponsorship; securities self-operation; securities asset management; margin financing; securities investment fund sales; to provide intermediate introduction business for futures companies; consignment sales of financial products; stock options market making.
CITIC Securities Co., Ltd. subscribed for 23,548,046 shares for a restriction period of 6 months.
9. Shenwan Hongyuan Securities Co., Ltd
Company Name: Shenwan Hongyuan Securities Co., Ltd
Type of business: Limited liability company (wholly owned by a legal person that is not invested or controlled by a natural person)
Address: 45th floor, No. 989 Changle Road, Xuhui District, Shanghai
Registered capital: RMB 53,500,000,000
Unified Social Credit Code: 913100003244445565
Legal representative (head of branch): Yang Yucheng
Business Scope: Licensed Projects: Securities Business; Securities Investment Consulting; Securities Investment Fund Sales Services; Securities Investment Fund Custody. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments, and the specific business projects are subject to the approval documents or licenses of the relevant departments) General projects: Securities companies provide intermediate introduction business for futures companies. (Except for projects that require approval according to law, business activities are carried out independently according to law with a business license)
Shenwan Hongyuan Securities Co., Ltd. subscribed for 21,224,920 shares for a restriction period of 6 months.
10. Caitong Fund Management Co., Ltd
Company Name: Caitong Fund Management Limited
Address: Room 505, No. 619 Wusong Road, Hongkou District, Shanghai
Registered capital: 200 million yuan
Unified social credit code: 91310000577433812A
Legal representative (branch head): Wu Linhui
Business scope: fund raising, fund sales, customer-specific asset management, asset management and other businesses licensed by the CSRC. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
Caitong Fund Management Limited subscribed for 68,690,600 shares for a restriction period of 6 months.
11. China Galaxy Securities Co., Ltd
Company Name: China Galaxy Securities Co., Ltd
Type of enterprise: Other Company Limited by Shares (Listed)
Address: 101, Floor 1, Building 1, No. 8 Courtyard, Xiying Street, Fengtai District, Beijing
Registered capital: RMB 1,013,725,875,700
Unified social credit code: 91110000710934537G
Legal representative (branch head): Chen Gongyan
Business scope: securities brokerage; securities investment consulting; financial advisory related to securities trading and securities investment activities; securities underwriting and sponsorship; securities self-operation; margin financing; securities investment fund sales; providing intermediate introduction business for futures companies; consignment sales of financial products; securities investment fund custody business; insurance concurrently operating agency business; sales of precious metal products. (Market entities independently choose business projects and carry out business activities in accordance with law; projects that require approval in accordance with law shall carry out business activities in accordance with the approved content after approval by relevant departments; and must not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) ）
China Galaxy Securities Co., Ltd. subscribed for 63,780,359 shares for a restriction period of 6 months.
12. Everbright Securities Co., Ltd
Company Name: Everbright Securities Co., Ltd
Enterprise Type: Joint-stock Limited Company (Joint Venture and Listed between Taiwan, Hong Kong, Macao and China)
Address: No. 1508 Xinzha Road, Jing'an District, Shanghai
Registered capital: 461,078.7639 million yuan
Unified social credit code: 91310000100019382F
Legal representative (head of branch): Liu Qiuming
Business Scope: Licensed Projects: Securities Brokerage; Securities Investment Consulting; Financial Advisory Related to Securities Trading and Securities Investment Activities; Securities Underwriting and Sponsorship; Securities Self-Operation; Providing Intermediate Introduction Business for Futures Companies; Securities Investment Fund Consignment Sales; Margin Financing Business; Consignment Sales Financial Products Business; Stock Option Market Making Business; Securities Investment Fund Custody; Other Business Approved by the China Securities Regulatory Commission. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments, and the specific business projects shall be subject to the approval documents or permits of the relevant departments)
Everbright Securities Co., Ltd. subscribed for 22,175,290 shares for a restriction period of 6 months.
13. Hua Yizhuo
Name: Hua Yiwei
ID number: 310112197103******
Address: Huangpu District, Shanghai
Hua Yiwei subscribed for 10,559,662 shares for a restriction period of 6 months.
14. Jiangsu Railway Group Co., Ltd
Company Name: Jiangsu Railway Group Co., Ltd
Type of business: Limited liability company
Address: Room 103, No. 291 Zhongshan East Road, Nanjing
Registered capital: 10,000,000 RMB
Unified social credit code: 913200003235715453
Legal representative (head of branch): Evergreen
Business scope: investment, financing, construction, operation and management of railway, intercity rail and other transportation engineering projects, railway and intercity rail transit passenger and freight projects, warehousing and logistics projects and land along the line and other comprehensive resource development, railway, intercity rail trains and related station areas of commercial and trade services, transportation, electricity and other related industries investment, domestic and foreign trade, advertising, hotel catering and other modern service industries investment and management, railway construction and development fund management and other state-owned assets within the scope of the provincial government authorization, investment, operation, Management and other approved businesses. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Jiangsu Railway Group Co., Ltd. subscribed for 159,120,561 shares, and the share restriction period was 6 months.
(3) The related relationship between the issuer and the company, major transactions in the most recent year, and future transaction arrangements
None of the above-mentioned issuers have any relationship with the Company, there have been no major transactions with the Company in the past year, and there are currently no arrangements for future transactions.
3. Changes in the top ten shareholders of the company before and after the issuance
(1) The top ten shareholders of the company before the issuance
Prior to the offering, as of August 31, 2021, the holdings of the Company's top ten shareholders were as follows:
Note: Because the mantissa is rounded to retain two digits after the decimal point, it may cause the sum of the mantissas to differ from the total, as shown below.
(2) The top ten shareholders of the company after the issuance
After the offering, as of October 22, 2021 (the share record date), the shareholdings of the top 10 shareholders of the company are as follows:
(3) The impact of the offering on the control of the company
Prior to the offering, the controlling shareholder of the Company was China Orient and the actual controller was the Ministry of Finance. After the completion of this offering, the controlling shareholder and actual controller of the company will not change as a result of this offering.
4. Table of changes in the company's share capital structure before and after the issuance
Upon completion of the private offering, the Company will add 474,484,863 Restricted Shares, as follows:
5. Management discussion and analysis
(1) The impact of the offering on the company's asset structure
After the completion of this offering, the company's total assets and net assets have increased by a certain extent, and the asset-liability ratio and financial risks will be reduced. This offering will enhance the company's ability to resist risks, expand the growth space of the company's asset scale, optimize the company's asset-liability structure, and lay a solid foundation for the company's further development.
(2) The impact of the offering on the Company's business structure
The company's main business is securities brokerage, securities investment consulting, financial advisory related to securities trading and securities investment activities, securities underwriting and sponsorship, securities self-operation, securities asset management, margin financing, securities investment fund sales, consignment sales of financial products, insurance and business agency.
After deducting the relevant issuance fees, the funds raised in this non-public offering will be used to expand the scale of investment transaction business, expand the scale of margin financing business, increase investment in subsidiaries, and other working capital arrangements to expand the company's business scale and enhance the company's market competitiveness, and the use of the raised funds is in line with the relevant national industrial policies and the company's future development strategy. This non-public offering will not lead to a change in the direction of the company's main business and will not adversely affect the company's main business scope and business structure.
(3) The impact of the offering on the company's corporate governance and senior management structure
After the completion of this offering, the company's share capital will increase accordingly, and the shareholding ratio of the original shareholders will also change accordingly. The company's controlling shareholders and actual controllers have not changed, and the directors and senior management are stable, which will not affect the stability and effectiveness of the original corporate governance structure, and the company will continue to strengthen and improve the company's corporate governance structure in strict accordance with the Company Law, the Securities Law and other relevant laws and regulations.
The offering does not have a direct impact on the company's senior management structure, and the senior management will not undergo significant changes as a result of the offering.
(4) The impact of the offering on the company's related party transactions and competition in the same industry
The non-public issuance of shares will not have a significant impact on the company's business structure, and there will be no new recurring related party transactions between the company and the controlling shareholder, the actual controller and its related parties in terms of production, procurement and sales.
The controlling shareholder of the company is China Orient, and the actual controller is the Ministry of Finance, before the non-public offering, there is no competition in the same industry between the company and the controlling shareholder, the actual controller and its affiliates, and such circumstances will not change due to this non-public offering.
After the completion of this offering, if there is a related party transaction between the subject of this offering and the company, the company will determine the transaction price fairly, fairly and impartially in accordance with the principle of marketization in strict accordance with the provisions of laws and regulations and the company's articles of association, and perform the necessary approval procedures and information disclosure obligations.
6. Intermediaries who issued professional opinions for the non-public issuance of A-share shares
(1) Sponsoring Institution (Lead Underwriter)
Name: Guotai Junan Securities Co., Ltd
Legal representative: He Qing
Address: No. 618 Shangcheng Road, China (Shanghai) Pilot Free Trade Zone
Sponsor representatives: Chen Qi, Cheng Xiaohui
Project Co-organizer: Sun Lin
Project team members: Xu Lan, Liu Dengzhou, Li Yuanchen, Guo Fangchi, Wang Guanyu, Du Pengcheng, Zuo Jia, Yuan Guanheng, Hu Zhangtuo
Contact number: 010-83939224
Contact Fax: 010-66162609
(2) Lawyers
Name: Grandall Lawyers (Shanghai) Law Firm
Address: 27th Floor, Jiadi Center, No. 968 West Beijing Road, Jing'an District, Shanghai
Person in charge: Li Qiang
Signing lawyers: Lin Yana, Xu Xuehua
Contact number: 021-52341668
Fax: 021-52433320
(3) Auditing institutions
Name: Deloitte Touche Tohmatsu (Special General Partnership)
Address: 30th Floor, Bund Center, No. 222 East Yan'an Road, Shanghai
Person in charge: Fu Jianchao
Signatory accountants: Zeng Hao, Yang Xiaozhen
Contact number: 021-61411821
Contact fax: 010-85181218
(4) Capital verification institutions
VII. Attachments to online announcements
(1) Report on the issuance of non-public shares of Dongxing Securities Co., Ltd.;
(2) Capital verification report of Dongxing Securities Co., Ltd.'s non-public issuance of RMB ordinary shares (A shares);
(3) Report of Guotai Junan Securities Co., Ltd. on the issuance process and compliance of the subscription targets of the non-public offering of Dongxing Securities Co., Ltd.;
(4) Grandall Lawyers (Shanghai) Law Firm's legal opinion on the issuance process and compliance of the subscription targets of Dongxing Securities Co., Ltd.'s non-public issuance of A-share shares.
This is hereby announced.
Dongxing Securities Co., Ltd
board of directors
October 26, 2021
Simplified report on changes in equity
Date of signature: October 2021
Statement of the information disclosure obligor
1. The information disclosure obligor prepares this report in accordance with relevant laws and regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Takeovers of Listed Companies, and the Guidelines for the Content and Format of Information Disclosure of Companies Publicly Offering Securities No. 15 - Report on Changes in Equity.
2. The information disclosure obligor has obtained the necessary authorization and approval to sign this report, and its performance does not violate or conflict with any provisions of the company's articles of association or internal rules of the information disclosure obligor.
3. In accordance with the Securities Law of the People's Republic of China, the Measures for the Administration of Takeovers of Listed Companies, and the Guidelines for the Content and Format of Information Disclosure of Companies Publicly Offering Securities No. 15 - Report on Changes in Equity, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Dongxing Securities Co., Ltd. As of the date of signing this report, in addition to the shareholding information disclosed in this report, the information disclosure obligor has not increased or decreased its shares in dongxing securities co., ltd. by any other means.
4. The change of rights and interests is based on the information contained in this report, and no one other than the information disclosure obligor has been entrusted or authorized to provide information not contained in this report and to make any interpretation or explanation of this report.
5. The information disclosure obligor undertakes that there are no false records, misleading statements or major omissions in this report, and bears individual and joint legal responsibility for its truthfulness, accuracy and completeness.
Section 1 Interpretation
In this report, unless expressed in the context, the following abbreviations have the following meanings:
Section 2: Introduction of information disclosure obligors
I. Basic information of the information disclosure obligor
(1) Information disclosure obligor 1 China Orient
1. Basic situation
2. Basic information of directors and main responsible persons
(2) Information disclosure obligor 2 Dongfu Guochuang
2. The basic situation of the main person in charge
2. The control relationship between the information disclosure obligors
The Ministry of Finance of the People's Republic of China is the actual controller of China Orient, and Dongfuguo is an enterprise controlled by China Orient. Before the change of equity, the equity/investment control structure between the information disclosure obligors is as follows:
3. An explanation of the existence of a consistent action relationship between the information disclosure obligor
Dongfuguochuang is an enterprise controlled by China Orient, and there is a relationship of concerted action between the two sides.
4. As of the date of signing this report, the shares in which the information disclosure obligor has an interest in other domestic or overseas listed companies reach or exceed 5% of the issued shares of the company
As of the date of signing this report, the shares in which China Orient has an interest in other domestic or overseas listed companies reach or exceed 5% of the issued shares of the company as follows:
In addition, China Orient and Dongfu Guochuang do not hold or control more than 5% of the outstanding shares of other listed companies.
Section 3 Purpose of Change of Equity
I. The reason and purpose of the change of the rights and interests of the information disclosure obligor
In October 2021, with the approval of the China Securities Regulatory Commission 's Reply on the Approval of the Non-Public Offering of Shares of Dongxing Securities Co., Ltd. ( Csrc. Approval [2021] No. 2204), Dongxing Securities issued 474,484,863 A-shares in a non-public manner, and the total share capital of the Company increased to 3,232,445,520 shares, and the total number of shares of the Company held by the information disclosure obligor remained unchanged, and the shareholding ratio was passively diluted, with a change of more than 5%.
2. Whether the information disclosure obligor intends to continue to increase or decrease its shares in the listed company in the next 12 months
As of the date of this report, the disclosure obligor has no plans to increase or decrease the shares in which it has an interest in the listed company in the next 12 months. If there is a subsequent change in relevant rights and interests, the information disclosure obligor will promptly perform the information disclosure obligation in strict accordance with the relevant laws and regulations.
Section 4: Methods of Changing Equity
1. The situation in which the information disclosure obligor holds shares in the listed company
Prior to the change of rights, China Orient directly held 1,454,600,484 shares of Dongxing Securities, accounting for 52.74% of the total share capital of Dongxing Securities, and through the Beijing Dongfu Guo Venture Investment Management Center (Limited Partnership) controlled by it, held 4,539,500 shares of Dongxing Securities, accounting for 0.16% of the total share capital of Dongxing Securities, and the information disclosure obligor held a total of 52.91% of the shares of Dongxing Securities.
The change in equity is due to the non-public issuance of A-share shares by Dongxing Securities, resulting in the change of the total share capital of the listed company from 2,757,960,657 shares to 3,232,445,520 shares. After the change of rights and interests, the total number of shares held by the information disclosure obligor in the listed company remains unchanged, but the shareholding ratio is passively diluted to 45.14%.
2. Shareholders' shareholding before and after the change of rights and interests
The shareholdings before and after this equity change are as follows:
Note: Because the mantissa is rounded to preserve two decimal places, it may cause the sum of the mantissas to differ from the total.
3. Restrictions on the right of the information disclosure obligor to own equity shares in the listed company
As of the date of signing this report, the shares of the listed company held by the information disclosure obligor are all unlimited sale and circulation shares, and there is no pledge, seizure or freezing of any rights restrictions or restricted transfers.
Trading in shares of listed companies in the 6 months prior to Section 5
The information disclosure obligor has not bought or sold the shares of the listed company through securities trading on the stock exchange in the six months prior to the signing of this report.
Section 6: Other major matters
As of the date of signing this report, in addition to the matters disclosed earlier in this report, there is no other information that must be disclosed to avoid misunderstanding of the contents of this report, nor is there any other information that should be disclosed but has not been disclosed in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Section VII Documents for reference
1. Documents for reference
(1) Business licenses created by China Orient and East Fuguo (copy);
(2) The list of directors and principal responsible persons of China Orient and East Fuguochuang and their identification documents (copy);
2. This report and the documents for reference shall be placed at the following locations:
(1) Shanghai Stock Exchange
(2) Office of the Board of Directors of Dongxing Securities.
Information Disclosure Obligor 1 Statement
I (and the institution I represent) undertake that this report is free from misrepresentation, misleading statements or material omissions, and accept sole and joint liability for its truthfulness, accuracy and completeness.
Information Disclosure Obligor 2 Statement
Managing Partner Representative:
Et
Beijing Dongfuguo Venture Capital Management Center (Limited Partnership)
date
Schedule I
Schedule II
Stock code: 601198 Securities abbreviation: Dongxing Securities Announcement number: 2021-060
Indicative announcement on changes in shareholders' equity
The number of shares held by China Orient Asset Management Co., Ltd. (hereinafter referred to as "China Orient"), the controlling shareholder of Dongxing Securities Co., Ltd. (hereinafter referred to as the "Company"), and its co-actor Beijing Dongfu Guochuang Investment Management Center (Limited Partnership) (hereinafter referred to as "Dongfu Guochuang") has not changed, and its shareholding ratio has been passively reduced by more than 5% due to the Company's non-public issuance of A-share shares, and it has not touched the tender offer.
This change in equity will not result in a change in the controlling shareholder and the actual controller of the company.
First, the basic situation of this change of equity
In October 2021, with the approval of the China Securities Regulatory Commission's "Reply on Approving the Non-Public Offering of Shares of Dongxing Securities Co., Ltd." (Securities Regulatory Approval [2021] No. 2204), the Company issued 474,484,863 A-shares in a non-public manner, and the new shares completed the share registration procedures at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on October 22, 2021, and the total share capital of the Company increased from 2,757,960,657 shares to 3. 232,445,520 shares, the number of shares in the company held by China Orient and its co-actor Dongfu Guochuang remained unchanged, and the shareholding ratio was passively diluted, changing by more than 5%.
2. The basic situation of the shareholders related to the change of rights and interests
(1) Eastern China
(2) Dongfu Guochuang
3. Shareholding of relevant shareholders before and after the change of rights and interests
4. Explanation of other matters
This change in equity will not result in changes in the controlling shareholders and actual controllers of the Company, and will not have a significant impact on the Company's governance structure, equity structure and continuing operations.
The information disclosure obligor China Orient and its co-actor Dongfu Guochuang have fulfilled their obligation to report on changes in equity, as detailed in the "Brief Report on Changes in Equity of Dongxing Securities Co., Ltd." disclosed on the website of the Shanghai Stock Exchange (https://www.sse.com.cn) on the same day.
Board of Directors of Dongxing Securities Co., Ltd