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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. — Capital/Financing Update 2019
Mar 28, 2019
50446_rns_2019-03-28_0f000ac5-3bef-4661-b187-98785a747597.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.
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XINJIANG GOLDWIND SCIENCE & TECHNOLOGY CO., LTD.[*] 新疆金風科技股份有限公司
(a joint stock limited liability company incorporated in the People’s Republic of China)
Stock Code: 02208
ANNOUNCEMENT ON RESULTS OF THE A SHARE RIGHTS ISSUE
This announcement is made in accordance with the disclosure requirements under Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Unless otherwise defined herein, capitalized terms and expressions used in this announcement shall have the same meaning as those defined in the announcement dated 18 March 2019 issued by Xinjiang Goldwind Science & Technology Co., Ltd. (the “ Company ”) in relation to the proposed Rights Issue (the “ Announcement ”).
As approved by the approval document Zheng Jian Xu Ke [2019] No.284 issued by the CSRC, the Company has offered the A Rights Shares on the basis of 1.9 A Rights Shares for every 10 existing A Shares held, to all A Shareholders whose names appeared on the register of members of the Company maintained by China Securities Depository and Clearing Corporation Limited, Shenzhen Branch, after the close of trading on the Shenzhen Stock Exchange on the A Share Record Date (i.e. 20 March 2019). The online subscription and payment for the A Rights Shares were completed on 27 March 2019. The results of the A Share Rights Issue are set out as follows:
1. SUBSCRIPTION
The A Share Rights Issue is based on the total A share capital of 2,906,142,460 A Shares on the A Share Record Date (i.e. 20 March 2019), on the basis of 1.9 A Rights Shares for every 10 existing A Shares held. A total of 552,167,067 A Rights Shares were available for subscription under the A Share Rights Issue at the Subscription Price of RMB7.02 per A Rights Share.
As calculated by the Shenzhen Stock Exchange’s trading system and verified by China Securities Depository and Clearing Corporation Limited, Shenzhen Branch based on the online subscription data, details of the public subscription for A Rights Shares under the A Share Rights Issue were as follows:
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| Number of valid subscription (Shares) |
Percentage of the total A Rights Shares available |
Total proceeds from valid subscription (in RMB) |
|
|---|---|---|---|
| A Shares not subject to trading moratorium |
545,352,788 | 98.765902% | 3,828,376,571.76 |
Note: The discrepancy is resulted from estimation
The 545,352,788 valid subscription of shares under the Rights Issue are all circulating shares not subject to trading moratorium, which involve the subscription of shares by the Company’s senior management. The Issuer will manage the shares subscribed by our senior management through Shenzhen Branch of China Securities Depository and Clearing Corporation Limited in accordance with the relevant rules governing the shareholdings of senior management.
2. RESULTS OF THE A SHARE RIGHTS ISSUE
According to the announcement on the A Share Rights Issue published on the websites of Shenzhen Stock Exchange on 18 March 2019, a total of 552,167,067 A Shares of the Company were available for subscription under the A Share Rights Issue. The A Share Rights Issue was conducted by way of online pricing and issue via the trading system of the Shenzhen Stock Exchange, with Haitong Securities Co., Ltd. as the sponsor (the lead underwriter).
The existing A Shareholders were entitled to subscribe for 1.9 A Rights Shares for every 10 existing A Shares held at the Subscription Price of RMB7.02 per A Rights Share under the A Share Rights Issue. The Company is an eligible securities under the China-Hong Kong Stock Connect. Pursuant to the “Operational Guideline for Rights Issue Registration of Listed Companies published by the China Securities Depository and Clearing Co., Ltd, Shenzhen Branch (2017 Edition)” (《中國證券登記結算有限責任公司深 圳分公司上市公司配股登記業務指南(2017年版)》), any part of less than one share available for subscription shall be arranged in the sequence of amounts and the small amount shall be carried to shareholders with larger amount so as to reach the minimum unit of one share. For Hong Kong investors who hold shares of the Issuer through the China-Hong Kong Stock Connect and participate the Rights issue, in terms of any part of less than one Rights Share, the Hong Kong Exchanges and Clearing Limited will adjust the number of fractional shares to whole unit in accordance with the relevant requirements of the CCASS.
The final results of the A Share Rights Issue are as follows:
a. Results of the A Share Rights Issue to Shareholders
After the close of trading on the A Share Record Date (i.e. 20 March 2019), a total of 2,906,142,460 Shares were held by A Shareholders. As at the last day for subscription and payment under the A Share Rights Issue (i.e. 27 March 2019), a total of 545,352,788 A Shares were validly subscribed for, representing 98.77 % of the total A Shares available for subscription under the A Share Rights Issue (i.e. 552,167,067 A Shares) and amounting to RMB3,828,376,571.76.
b. Undertaking to subscribe
The controlling shareholders of the Company have fulfilled their undertakings to subscribe the A Rights Shares in full. Xinjiang Wind Power Co., Ltd., China Three Gorges New Energy Co.,
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Ltd., and Hexie Health Insurance Co., Ltd., subscribed for 92,852,335, 71,051,844, and 91,101,893 A Rights Shares, representing 16.82%, 12.87%, and 16.50% of 552,167,067 A Rights Shares which were available for subscription under the A Share Rights Issue.
In conclusion, the Company added the A Rights Shares subscribed by the three shareholders and the total number of the subscribed A Right Shares is 255,006,072 A Shares, representing 46.18% of 552,167,067 A Rights Shares which were available for subscription under the A Share Rights Issue.
c. Success of the A Share Rights Issue
A total of 545,352,788 A Shares were validly subscribed for, representing 98.765902% of the total A Shares available for subscription under the A Share Rights Issue (i.e. 552,167,067 A Shares), which exceeded the “70% threshold for subscription by existing shareholders of the proposed rights shares” required under the Management Methods on Securities Issuance of Listed Companies issued by the CSRC, failing such threshold, would have resulted in the A Share Rights Issue unsuccessful. Accordingly, the A Share Rights Issue has been successfully conducted.
d. Service of Notice
The publication of this subscription results announcement shall be deemed as the service of a notice of allotment to all A Shareholders with successful subscriptions for the A Rights Shares.
3. EX-RIGHTS AND LISTING
29 March 2019 shall be the ex-rights basis date for the completion of the A Share Rights Issue, that is, the ex-rights date for existing A Shares. Ex-right price is calculated on the basis of actual proportion of rights issue, which is 1.876552 A Share for every 10 A Shares. The listing date for the A Rights Shares issued under the A Share Rights Issue will be announced separately.
4. DISCLOSURE OF INFORMATION OF THE A SHARE RIGHTS ISSUE
For details of the A Share Rights Issue, please refer to the “Summary of the A Share Rights Issue Prospectus of Xinjiang Goldwind Science & Technology Co., Ltd.” and the “Announcement on A Share Rights Issue of Xinjiang Goldwind Science & Technology Co., Ltd.” published on the Securities Times on 18 March 2019. The full text of the “A Shares Rights Issue Prospectus of Xinjiang Goldwind Science & Technology Co., Ltd.” and relevant information relating to the A Share Rights Issue are also available on the website of the CNINF at http://www.cninfo.com.cn. For other matters in relation to the A Share Rights Issue, the Company and the sponsor (the lead underwriter) shall make announcement in the abovementioned media if necessary. Investors should pay attention.
5. DISCLOSURE OF INFORMATION OF THE A SHARE RIGHTS ISSUE
1. The Company
Name:
Office Address:
Xinjiang Goldwind Science & Technology Co., Ltd. No.8, Boxing Yi Road Economic and Technological
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Development District, Beijing, PRC Legal Representative: Wu Gang Contact person: Ma Jinru Telephone: 010-67511996 Facsimile: 010-67511985 2. The sponsor (lead underwriter) Name: Haitong Securities Co., Ltd. Office Address: No.689 Guangdong Road Shanghai, PRC Legal Representative: Zhou Jie Contact person: Capital Markets Department Telephone: 021-23219843 Facsimile: 021-23027006
By Order of the Board Xinjiang Goldwind Science & Technology Co., Ltd. Ma Jinru Company Secretary
Beijing, 29 March 2019
As of the date of this announcement, the executive directors of the Company are Mr. Wu Gang, Mr. Wang Haibo and Mr. Cao Zhigang; the non-executive directors are Mr. Zhao Guoqing, Mr. Gao Jianjun and Ms. Gu Hongmei; and the independent non-executive directors are Mr. Yang Xiaosheng, Mr. Luo Zhenbang, and Dr. Tin Yau Kelvin Wong.
- For identification purpose only
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