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Flat Glass Group Co., Ltd. — Capital/Financing Update 2021
Jan 19, 2021
51063_rns_2021-01-19_5b0493ed-6f07-4100-bd03-58e0426ce44a.pdf
Capital/Financing Update
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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.
福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.
(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 6865)
ANNOUNCEMENT ON RESULTS OF THE NON-PUBLIC ISSUANCE OF A SHARES AND CHANGE IN SHARE CAPITAL
Reference is made to (i) the announcement dated 12 June 2020 on the proposed Non-public Issuance of A Shares; (ii) the announcement dated 15 July 2020 on the proposed amendments to the proposal for the Nonpublic Issuance of A Shares; (iii) the circular (“ Circular ”) dated 17 July 2020 on the proposed Non-public Issuance of A Shares and notice dated 17 July 2020 of the 2020 First EGM and the 2020 Second H Share Class Meeting; (iv) the announcement dated 10 August 2020 on the poll result of the 2020 First EGM and the 2020 Second H Share Class Meeting; and (iv) the announcement dated 12 October 2020 on obtaining the approval by the issuance approval committee of the CSRC on application for Non-public Issuance of A Shares. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.
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The Board is pleased to announce that, on 18 January 2021, the Company completed the Non-public Issuance with the issuance of 84,545,147 Shares in total at issue price of RMB29.57 per Share. The information on the target subscribers and the subscription of the Non-public Issuance is as follows:
| No.Name of target subscribersNumber ofShares subscribed(Shares)1Jinan Jiangshan Investment Partnership (LimitedPartnership)6,763,6112UBS AG6,763,6113Beijing Stoneylake Asset Management Co., Ltd. (Onbehalf of “Stoneylake Yangfan Selected No.1 Private Equity Fund”)2,705,4444CSC Financial Co., Ltd.4,396,3475Caitong Fund Management Co., Ltd.10,024,6876Tianfeng (Shanghai) Securities Asset ManagementCo.,Ltd2,705,4447GOLDMAN SACHS & CO. LLC15,218,1268Beijing Renaissance Era Investment Management Co.,Ltd. (On behalf of “Renaissance Era Panshi No. 6Private Equity Fund”)3,550,8969Shanghai Shenchuang Equity Investment FundPartnership (Limited Partnership)3,381,80510Shanghai Shenchuang Pujiang Equity Investment FundPartnership (Limited Partnership)3,381,80511Shanghai Shenchuang Xindongli Equity Investment FundPartnership (Limited Partnership)3,381,80512Invesco Great Wall Fund Management Company Limited3,043,62513Pacific Asset Management Co., Ltd. (On behalfof “China Pacific Life Insurance Co., Ltd.-Dividend-Individual dividend”)5,410,88914Pacific Asset Management Co., Ltd. (On behalfof “China Pacific Property Insurance Co., Ltd.-Traditional-Ordinary”)2,705,44415Ningbo Meishan Bonded Port Area Changjia HongtaiInvestment Center (Limited Partnership)2,705,44416Bank of China Investment Management Co., Ltd.2,705,44417Foresight Fund Management Co., Ltd.4,058,16718China Southern Asset Management Co., Ltd.1,642,553Total84,545,147 | Amount ofsubscription(RMB)199,999,977.27199,999,977.2779,999,979.08129,999,980.79296,429,994.5979,999,979.08449,999,985.82104,999,994.7299,999,973.8599,999,973.8599,999,973.8589,999,991.25159,999,987.7379,999,979.0879,999,979.0879,999,979.08119,999,998.1948,570,292.212,499,999,996.79 |
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The new A Shares subscribed for by the abovementioned investors under the Non-public Issuance shall not be transferred within 6 months from the date of completion of the issuance. Such Shares shall be dealt with according to the relevant rules of the CSRC and the Shanghai Stock Exchange after the expiry of the lockup period. The Company completed the procedures for registration, custodian and restricted sale relating to the new A Shares under the Non-public Issuance at China Securities Depository and Clearing Corporation Limited Shanghai Branch on 18 January 2021.
The price consultation method is used in the Issuance. The issue price of the Non-Public Issuance shall be not less than 80% of the average trading price of the Shares of the Company for the 20 trading days before 29 December 2020 (the first day of the issue period), i.e. the issue price shall not be less than RMB27.83 per Share (the average trading price of the Shares for the 20 trading days prior to the first day of the issue period = total trading amount of Shares for the 20 trading days prior to the first day of the issue period/total trading volume of Shares for the 20 trading days prior to the first day of the issue period). The Company and the sponsor institution (the lead underwriter) determined the target subscribers and proceed with the placing in accordance with the principles of price priority, amount priority and timing priority. The Company and the sponsor institution (the lead underwriter) witnessed all the valid subscription invitations for investors and the whole process of application for quotation. The issue price of the Non-Public Issuance was determined at RMB29.57 per Share.
For further details of the Non-public Issuance, please also refer to the “Announcement of Flat Glass Group Co., Ltd. on the Results of the Non-public Issuance of A Shares and Change in Share Capital” published by the Company on the website of the Shanghai Stock Exchange on the same date.
Upon the completion of the Non-public Issuance, the total issued Shares of the Company increased from 2,049,095,718 Shares to 2,133,640,865 Shares, of which the total issued A Shares increased from 1,599,095,718 Shares to 1,683,640,865 Shares, and the total issued H Shares remained unchanged at 450,000,000 Shares. The total issued Shares of the Company mentioned above include Shares converted from the convertible bonds of the Company issued on 27 May 2020 and listed on the Shanghai Stock Exchange on 17 June 2020 during the period from 3 December 2020 to 15 January 2021. The number of issued Shares of the Company held directly and indirectly by the controlling Shareholders and the parties acting in concert of the Company remained unchanged at 1,119,551,000 Shares, while the proportion of shareholding reduced from 54.64% to 52.47%. Based on the publicly available information and to the knowledge of the Directors, the public float of the Company is still in compliance with the requirements for minimum public floats as prescribed in Rule 8.08 of the Hong Kong Listing Rules.
By order of the Board Flat Glass Group Co., Ltd. Ruan Hongliang Chairman
Jiaxing, Zhejiang Province, the People’s Republic of China 19 January 2021
As at the date of this announcement, the executive Directors are Mr. Ruan Hongliang, Ms. Jiang Jinhua, Mr. Wei Yezhong and Mr. Shen Qifu, and the independent non-executive Directors are Mr. Cui Xiaozhong, Ms. Hua Fulan and Mr. Ng Ki Hung.
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