Securities code: 600979 securities abbreviation: Sichuan Guangan Aaa Public Co.Ltd(600979) Announcement No.: 2022-003
Sichuan Guangan Aaa Public Co.Ltd(600979)
Announcement of resolutions of the 26th meeting of the 6th board of directors
The board of directors and all directors of the company guarantee that this announcement does not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 26th meeting of the sixth board of directors of Sichuan Guangan Aaa Public Co.Ltd(600979) (hereinafter referred to as "the company") was sent out in the form of e-mail and fax on February 17, 2022, and held by means of communication voting on February 23, 2022. At this meeting, 10 directors participated in the voting and 10 actually participated in the voting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 The proposal on applying for loans from banks by holding subsidiaries with their own assets mortgaged and pledged was deliberated and adopted
The meeting agreed that Sichuan Yuechi Aizhong Power Co., Ltd., the holding subsidiary of the company, applied to China Agricultural Bank Of China Limited(601288) Yuechi sub branch for a comprehensive credit of no more than 180 million yuan, including a bank loan line of no more than 80 million yuan, a loan term of no more than 10 years, a 5-year interest rate, and no upward floating LPR. The loan contract, mortgage contract and pledge contract signed for the specific loan amount shall prevail.
The independent directors of the company expressed their independent opinions and believed that the deliberation procedures of this meeting were legal and effective, and the application for bank credit by the company's holding subsidiaries would not harm the interests of the company and shareholders, especially the interests of small and medium-sized investors.
For details, please refer to China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Sichuan Guangan Aaa Public Co.Ltd(600979) on the holding subsidiary applying for comprehensive credit from the bank by mortgage and pledge of its own assets (Announcement No.: 2022-005). Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
2、 The proposal on the company meeting the conditions for public issuance of corporate bonds to professional investors was deliberated and adopted
The proposal still needs to be submitted to the general meeting of shareholders for approval.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Deliberated and passed the proposal on public issuance of corporate bonds to professional investors
The meeting agreed that the company will issue corporate bonds in accordance with the provisions of relevant laws and regulations and in combination with the current bond market and the company's capital needs. The specific conditions are as follows:
1. Issuing scale and method
The issuance scale does not exceed RMB 1 billion (including RMB 1 billion), which can be issued in one time or by stages. The specific issuance scale, whether to issue by stages and the method of issuing by stages shall be submitted to the general meeting of shareholders to authorize the board of directors or the authorized person of the board of directors to determine within the above scope according to the company's capital demand and the market situation at the time of issuance.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
2. Face value and price
The face value of this public issuance of corporate bonds is RMB 100, which is issued at par.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
3. Distribution object
The issuance object of the corporate bonds this time is the professional investors specified in the administrative measures for the issuance and transaction of corporate bonds and relevant laws and regulations, and will not give priority to the placement to the shareholders of the company.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
4. Bond term
The term of the corporate bonds issued this time is no more than 5 years (including 5 years), which can be a single term variety or a mixed variety of terms. The specific term composition and the issuance scale of each term category shall be submitted to the general meeting of shareholders to authorize the board of directors or the authorized person of the board of directors to determine within the above scope according to the company's capital demand and market conditions before issuance.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
5. Bond interest rate and payment method
This corporate bond adopts the form of fixed interest rate, and the simple interest is calculated annually without compound interest. The interest rate, determination method and payment method of the corporate bonds shall be submitted to the shareholders' meeting to authorize the board of directors or the authorized person of the board of directors to negotiate and determine with the lead underwriter according to laws, regulations and market conditions.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
6. Redemption clause or resale clause
Whether the corporate bonds are designed with redemption terms or resale terms and relevant terms, and the specific contents shall be submitted to the shareholders' meeting to authorize the board of directors or the person authorized by the board of directors to determine according to relevant regulations and market conditions.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
7. Purpose of raised funds
The raised funds of the corporate bonds are intended to be used to replace the stock of interest bearing liabilities, project investment, supplement working capital and other purposes permitted by applicable laws and regulations. The specific purpose shall be determined within the above scope according to the capital needs of the company by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
8. Listing arrangement
After each issuance of corporate bonds, on the premise of meeting the listing conditions, the listing and trading of corporate bonds will be handled in accordance with the relevant provisions of Shanghai Stock Exchange. With the approval of the regulatory authorities, the corporate bonds can also be listed and traded in other trading places permitted by applicable laws.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
9. Guarantee arrangement
Whether the corporate bonds issued this time adopt guarantee and specific guarantee methods shall be submitted to the general meeting of shareholders to authorize the board of directors or the authorized person of the board of directors to determine according to relevant regulations and market conditions.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
10. Underwriting method
The corporate bonds are underwritten by the lead underwriter in the form of balance underwriting.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
11. Validity of resolution
The resolution of this corporate bond shall take effect from the date of deliberation and adoption by the general meeting of shareholders and shall be valid until the expiration date of the registration document of China Securities Regulatory Commission.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
12. The company's credit status and debt repayment guarantee measures
The company's credit standing is good. After the issuance of corporate bonds, in case of failure to pay the principal and interest of bonds on schedule or failure to pay the principal and interest of bonds on schedule at maturity, the company will formulate and take a variety of debt repayment guarantee measures to effectively protect the interests of bondholders.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
The proposal still needs to be submitted to the general meeting of shareholders for approval.
For details, please refer to China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Sichuan Guangan Aaa Public Co.Ltd(600979) on corporate bond issuance plan (Announcement No.: 2022-006).
4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors or authorized persons of the board of directors to handle matters related to the corporate bonds with full powers was deliberated and adopted
In order to ensure the legal and efficient completion of the issuance of corporate bonds, the board of directors of the company plans to submit to the general meeting of shareholders of the company to authorize the board of directors to, under the framework and principles deliberated and adopted by the general meeting of shareholders, proceed from the principle of safeguarding the maximization of the interests of the company, in accordance with the company law, the securities law, the measures for the administration of issuance and transaction of corporate bonds and other relevant laws Laws and regulations, normative documents, relevant provisions of the Sichuan Guangan Aaa Public Co.Ltd(600979) articles of association and the market conditions at that time, fully handle the matters related to the corporate bonds, including but not limited to: 1. Go through the formalities of examination and approval, registration, filing, approval and consent with relevant regulatory departments and institutions for the issuance;
2. In accordance with national laws and regulations, relevant provisions of securities regulatory authorities and internal resolutions of the company, and in accordance with the actual situation of the company and the market, formulate the specific plan and other relevant contents of the corporate bonds, and revise and adjust the issuance terms of the corporate bonds, including but not limited to the specific issuance scale, bond term, bond variety Issuance timing (including whether to issue by stages and the number of issuance periods), inquiry interest rate range, bond interest rate and its determination method, whether to set up and exercise the resale or redemption option, rating arrangement, specific subscription method, specific placement arrangement, term and method of principal and interest repayment, bond listing, termination of issuance All matters related to the company's bond issuance plan such as the purpose of the raised funds;
3. Employ an intermediary to handle the declaration, issuance and listing of corporate bonds, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements, contracts Various announcements and other legal documents and relevant information disclosure in accordance with laws, regulations and other normative documents;
4. Select the bond trustee for the corporate bonds, sign the bond trustee agreement and formulate the rules of bondholders' meeting;
5. If the regulatory authorities' policies on the issuance of corporate bonds or market conditions change, in addition to the matters requiring re voting in accordance with relevant laws, regulations and the articles of association, the specific scheme of corporate bonds and other relevant matters shall be adjusted accordingly according to the opinions of the regulatory authorities;
6. Negotiate with relevant commercial banks on the opening of special accounts for raised funds, open special accounts for raised funds, and timely sign tripartite supervision agreements with bond trustees and commercial banks storing raised funds according to the progress of the project;
7. In case of major changes in the market environment, policies and regulations, decide whether to continue the issuance of corporate bonds according to the actual situation;
8. In case of failure to pay the principal and interest of the bonds on schedule or failure to pay the principal and interest of the bonds on schedule at maturity, corresponding internal and external credit enhancement mechanisms and repayment guarantee measures shall be taken in accordance with the requirements of relevant laws and regulations;
9. Handle other specific matters related to the declaration, issuance and listing of corporate bonds.
The board of directors of the company requests the general meeting of shareholders to approve that the board of directors authorizes the chairman of the company to be the authorized person of the board of directors of the company's corporate bonds to handle the affairs related to the corporate bonds on behalf of the company in accordance with the resolutions of the general meeting of shareholders and the authorization of the board of directors. This authorization starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of completion of the above authorized matters.
The proposal still needs to be submitted to the general meeting of shareholders for approval.
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The meeting agreed that the company would hold the first extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on March 11, 2022 in conference room 9, fifth floor, building C, the company's operation center.
For details, please refer to China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Notice of Sichuan Guangan Aaa Public Co.Ltd(600979) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
Voting: this proposal has 10 valid votes, 10 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Sichuan Guangan Aaa Public Co.Ltd(600979) board of directors February 24, 2022
