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Guotai Haitong Securities Co., Ltd. — Share Issue/Capital Change 2019
May 7, 2019
50713_rns_2019-05-07_84d56b4f-ba57-4db5-9388-f081851936bb.pdf
Share Issue/Capital Change
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Monthly Return of Equity Issuer on Movements in Securities
For the month ended (dd/mm/yyyy) : 30/04/2019
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer GUOTAI JUNAN SECURITIES CO., LTD. (the “ Company ”) Date Submitted 07 May 2019
I. Movements in Authorised Share Capital
1. Ordinary Shares
| (1) Stock code : 02611 Description : No. of ordinary shares Balance at close of preceding month 1,197,827,180 Increase/(decrease) (Remark) 194,000,000 Balance at close of the month 1,391,827,180 |
H Shares Par value (State currency) Authorised share capital (State currency) RMB1.00 RMB1,197,827,180 194,000,000 RMB1.00 RMB1,391,827,180 |
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| Par value (State currency) RMB1.00 RMB1.00 |
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| (2) Stock code : 601211 Description : No. of ordinary shares Balance at close of preceding month 7,516,118,290 Increase/(decrease) 2,484 Balance at close of the month 7,516,120,774 |
A Shares Par value (State currency) Authorised share capital (State currency) RMB1.00 RMB7,516,118,290 2,484 **RMB1.00 RMB7,516,120,774 ** |
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| Par value (State currency) RMB1.00 **RMB1.00 ** |
March 2019
- Preference Shares
| 2. Preference Shares | 2. Preference Shares | 2. Preference Shares | 2. Preference Shares | 2. Preference Shares |
|---|---|---|---|---|
| Stock code : N/A Description : No. of preference shares Balance at close of preceding month Increase/(decrease) Balance at close of the month |
Authorised share capital (State currency) |
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| Par value (State currency) |
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| 3.OtherClasses ofShares | ||||
| Stock code : N/A Description : No. of other classes of shares Balance at close of preceding month Increase/(decrease) Balance at close of the month |
Authorised share capital (State currency) |
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| Par value (State currency) |
Total authorised share capital at the end of the month RMB8,907,947,954 (State currency) :
March 2019
II. Movements in Issued Share Capital
| Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month |
No. of ordinary shares No of preference shares No. of other classes ofshares HShares AShares |
|||
| 1,197,827,180 ** 194,000,000 1,391,827,180 ** |
7,516,118,290 2,484 7,516,120,774 |
N/A N/A N/A |
N/A N/A N/A |
III. Details of Movements in Issued Share Capital
| Share Options (underShare OptionSchemes oftheIssuer) | Share Options (underShare OptionSchemes oftheIssuer) | Share Options (underShare OptionSchemes oftheIssuer) | Share Options (underShare OptionSchemes oftheIssuer) | Share Options (underShare OptionSchemes oftheIssuer) | Share Options (underShare OptionSchemes oftheIssuer) | |||
|---|---|---|---|---|---|---|---|---|
| Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable |
Movement during themonth | No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
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| Granted | Exercised | Cancelled | Lapsed | |||||
| 1.N/A (/ /) shares (Note 1) 2.N/A (/ /) shares (Note 1) 3.N/A (/ /) shares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) N/A |
N/A N/A N/A |
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March 2019
Warrants to Issue Shares of the Issuer which are to be Listed
| Description of warrants (Date ofexpiry-dd/mm/yyyy) |
Description of warrants (Date ofexpiry-dd/mm/yyyy) |
Description of warrants (Date ofexpiry-dd/mm/yyyy) |
Currency of nominal value Nominal value at close of preceding month |
Currency of nominal value Nominal value at close of preceding month |
Exercised during the month Nominal value at close of the month |
Exercised during the month Nominal value at close of the month |
Exercised during the month Nominal value at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|---|---|---|---|---|---|---|---|---|---|
| 1.N/A | N/A N/A N/A |
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| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2.N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) |
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| ( / / | ) | ||||||||
March 2019
Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)
| Class and description | Class and description | Class and description | Class and description | Currency of amount outstanding |
Amount at close of preceding month |
Converted during the month |
Amount at close of the month |
Amount at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.AShare Convertible Corporate RMB RMB RMB RMB Bonds (Termof Bonds: 7Jul 6,999,766,000 49,000 6,999,717,000 2017 to 6 Jul 2023) Conversion period shall commence from 8 Jan 2018 (i.e. the first trading day immediately following 7 Jan 2018) to 6 Jul 2023 Bondscode (if listed) 113013 Class of shares issuable_(Note 1) Ordinary shares- AShare Subscription price EGM approval date (if applicable) The issue price is RMB100 per convertible bond; the conversion prices were adjusted from RMB20.2 per share to RMB19.8 per share from 29 June 2018, and from RMB19.8 per share to RMB19.67 per sharefrom 19April 2019 (dd/mm/yyyy)) (19/5/2016) 2. N/A Stock code (if listed) Class of shares issuable(Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 3. N/A Stock code (if listed) Class of shares issuable(Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) 4. N/A Stock code (if listed) Class of shares issuable(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) ( / / ) Total C. (Ordinary shares) (Preference shares) (Other class) |
RMB 113013 |
RMB 6,999,766,000 |
RMB 49,000 |
RMB 6,999,717,000 |
2,484 2,484 N/A N/A |
355,857,498 |
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| Bondscode (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2. N/A |
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| (19/5/2016) | ||||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A |
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| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A |
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| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) |
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March 2019
Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes) |
Options (other than under Share Option Schemes) |
||
|---|---|---|---|
| Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable: |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
||
| 1. 2. 3. |
N/A | N/A N/A N/A |
|
| ( / / ) | |||
| shares_(Note 1)_ | |||
| N/A | |||
| ( / / ) | |||
| shares_(Note 1)_ | |||
| N/A | |||
| ( / / ) | |||
| shares_(Note 1)_ | |||
| Total D.(Ordinaryshares) | |||
| (Preference shares) | |||
| (Other class) |
March 2019
Other Movements in Issued Share Capital
| Type of Issue | No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|
|---|---|---|---|---|
| 1. Rights issue At price :State currency |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( ( |
_ / / ) / / ) |
N/A | N/A |
| 2. Open offer At price :State currency |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ( ( |
_ / / ) / / ) |
N/A | N/A |
| 3. Placing At price :State currency |
HK$16.34 Class of shares issuable_(Note 1)_ Issue and allotment date : (dd/mm/yyyy) AGM approval date: (dd/mm/yyyy) H Shares (17/04/2019) (18/05/2018) |
194,000,000 (Remark) |
N/A | |
| 4. Bonus issue | Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A | |
March 2019
| Type of Issue | No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|---|---|---|---|
| 5. Scrip dividend At price :State currency |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A |
| 6. Repurchase of shares |
Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A |
| 7. Redemption of shares |
Class of shares redeemed_(Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A |
| 8. Consideration issue At price :State currency |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A |
March 2019
| Type of Issue | No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|---|---|---|---|---|
| 9. Capital reorganisation |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A | |
| 10. Other (Please specify)At price : State currency |
Class of shares issuable_(Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
N/A | N/A | |
| Total E. (Ordinary shares) (Preference shares) (Other class) |
194,000,000 H shares N/A N/A |
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2,484 Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) A shares 194,000,000 (2) H shares Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E): (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)
IV. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock
March 2019
Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;
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(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
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(iv) all the securities of each class are in all respects identical (Note 3) ;
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(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
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(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
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(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
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(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.
Remarks (if any):
As the Company was incorporated in the PRC, the concept of “authorised share capital” is not applicable. The information contained in section I refers to the “issued share capital” of the Company.
On 17 April 2019, 194,000,000 H Shares were issued by the Company pursuant to the Completion of the Placing as set out in the Placing Agreement dated 9 April 2019. As a result, the total number of H Shares of the Company was 1,391,827,180 as at 17 April 2019.
Submitted by: ___ Yu Jian _____
Title: _ Director _____ (Director, Secretary or other duly authorised officer)
Notes :
1. State the class of shares (e.g. ordinary, preference or other).
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.
3. “Identical” means in this context:
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the securities are of the same nominal value with the same amount called up or paid up;
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they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
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they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
4.
If there is insufficient space, please append the prescribed continuation sheet.
March 2019