Securities code: 000333 securities abbreviation: Midea Group Co.Ltd(000333) Announcement No.: 2021-116 Midea Group Co.Ltd(000333)
Announcement on the proposed issuance of overseas bonds by overseas subsidiaries and the guarantee provided by the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Midea Group Co.Ltd(000333) (hereinafter referred to as “the company” or “the company”) convened the third meeting of the Fourth Board of directors on December 24, 2021, deliberated and adopted the proposal on the proposed issuance of overseas bonds by overseas wholly-owned subsidiaries and the guarantee provided by the company Proposal on requesting the general meeting of shareholders to authorize the board of directors and the board of directors to authorize the management to handle matters related to the issuance of overseas bonds. In order to broaden financing channels, reduce financing costs, support the implementation of the company’s green strategy and realize the upgrading of the company’s products, combined with the current situation of overseas bond market and the company’s capital demand, The company intends to issue overseas bonds with a total amount not exceeding (including) the equivalent amount of US $1.200 billion abroad through overseas wholly-owned subsidiaries (if issued in foreign currency, it shall be converted according to the middle rate of the exchange rate published by the people’s Bank of China on the issuance date, hereinafter referred to as “overseas bonds”). The scheme and related matters of this issuance are as follows:
1、 Overview of this application for issuing overseas bonds
1. Issuer: Midea Investment Development Company Limited.
2. Quantity, scale and currency of bonds issued
The total amount of bonds issued this time does not exceed (including) the equivalent amount of USD 1.2 billion of overseas bonds, and the types of bonds issued include but are not limited to green corporate bonds (if it is issued in foreign currency, it shall be converted according to the middle rate of the exchange rate published by the people’s Bank of China on the issuance date). The specific issuance scale shall be submitted to the general meeting of shareholders for authorization to the board of directors, and the board of directors shall delegate the authorization to the operation management to determine within the above scope according to the business capital demand, the market situation at the time of issuance and the actual situation of the company. The issuance currency shall be submitted to the general meeting of shareholders for authorization to the board of directors, and the board of The management of the sub authorized operation shall determine in US dollars, euros, Japanese yen, Hong Kong dollars, overseas RMB and other currencies according to the capital demand and the market conditions at the time of issuance.
3. Distribution method and object
The bonds are to be issued to qualified investors at an appropriate time or by stages.
4. Bond term
The term of this bond shall not exceed (including) 5 years. It can be a single term variety or a mixed variety of maturities.
5. Purpose of raised funds
After deducting the issuance expenses, the raised funds of the bonds are intended to be used according to the fund uses and methods corresponding to the types of bonds, including but not limited to the projects related to the green design and green manufacturing of the company’s products, such as the design and development of environment-friendly and energy-efficient products, the low-carbon and energy-saving upgrading of production and manufacturing equipment, the green upgrading of energy structure, and the improvement of renewable energy procurement. The specific purpose shall be submitted to the general meeting of shareholders to authorize the board of directors, and the board of directors shall delegate the authorization to the management to determine within the above scope according to the company’s capital demand and market conditions at the time of issuance.
6. Validity of resolutions
The validity period of this bond resolution is 36 months from the date of deliberation and adoption by the general meeting of shareholders.
7. Bond coupon rate and determination method
This bond is a fixed rate bond, and the coupon rate and initial pricing shall be determined by the company and the lead underwriter through negotiation according to the market conditions.
8. Guarantee and other credit enhancement methods
In order to ensure the smooth issuance of overseas bonds, the company intends to provide corresponding guarantees for the issuer in this overseas bond issuance and subsequent related matters.
9. Place of bond listing
On the premise of meeting the listing conditions, the bonds issued this time will apply for listing and trading on the stock exchange of Hong Kong, Singapore stock exchange or other appropriate overseas exchanges. The specific listing plan shall be submitted to the general meeting of shareholders to authorize the board of directors, and the board of directors shall delegate the authorization to the operation management according to the bond issuance and the actual situation of the company.
2、 Authorization matters concerning the proposed issuance of overseas bonds
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors, and the board of directors shall delegate the authorization to the management. In accordance with the provisions of relevant laws and regulations and the opinions and suggestions of regulatory authorities, under the framework and principles deliberated and adopted by the general meeting of shareholders, and based on the principle of safeguarding the maximization of the interests of the company, the board of directors shall have full power to handle all matters related to the issuance of overseas bonds, including but not limited to:
1. To the extent permitted by relevant Chinese laws, regulations and normative documents, determine the specific issuance plan of the overseas issuance of bonds and revise and adjust the issuance terms of the bonds according to the specific conditions of the company and the market, including but not limited to the specific issuance scale, term, interest rate, extension and interest rate adjustment, interest rate determination method, issuance price, issuance method All matters related to the terms of issuance, such as issuance fee, issuance object, issuance timing, whether to set resale or redemption terms, guarantee scheme, credit rating arrangement, term and method of principal and interest repayment, transfer arrangement, etc;
2. To decide and hire the intermediary and bond trustee for the issuance of overseas bonds, sign the bond trustee agreement and formulate the rules for the bondholders’ meeting;
3. Decide whether to increase guarantee and maintenance measures, and whether to use other credit enhancement methods; Sign guarantee, maintenance agreement, etc;
4. Be responsible for formulating, reviewing, revising, approving, signing and reporting all agreements and legal documents related to this overseas bond issuance;
5. According to the opinions of regulatory authorities, policy changes, or changes in market conditions, in addition to matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, make corresponding adjustments to matters related to the overseas bond issuance, or decide whether to continue the bond issuance according to the actual situation; 6. Handle the application, approval, approval, issuance and listing of overseas bonds issued this time;
7. Handle other matters related to the issuance of overseas bonds.
The term of the above authorization shall be from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters.
3、 Relevant procedures for the performance of overseas bonds issued this time
The issue of overseas bonds has been deliberated and approved at the third meeting of the Fourth Board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation. The company will issue the bonds after meeting the relevant conditions in accordance with the provisions of relevant laws and regulations, and the company will timely disclose the overseas bond issuance, guarantee and other follow-up progress.
4、 Opinions of the board of directors
The issuance of overseas bonds can broaden the company’s financing channels and meet the needs of the company’s business development. The company’s guarantee for this overseas bond issuance and subsequent related matters is in line with the overall interests of the company. As the guaranteed is a wholly-owned subsidiary of the company, the guarantee risk is controllable, and there is no situation that damages the interests of the company and all shareholders.
5、 Guarantee related matters
1. Basic information of the guaranteed
Name shareholding ratio date of incorporation place of registration legal representative registered capital main business table person based business
Midea investment development 50000 US Investment Company Limited 100% may 2016 12 Beijing Islands – yuan
2. Ownership structure of the guaranteed
100%
Midea International Corporation Company Limited
100%
Midea Investment Development Company Limited
3. Main financial indicators of the guaranteed
(unit: RMB thousand)
Project 2020 September 2021
Total assets 125316.65117104.70
Total liabilities 135971.29130496.28
Asset liability ratio 109% 111%
Shareholders’ equity -10654.64-13391.58
Operating income 00
Net profit 1947.66-2794.43
4. Cumulative external guarantee quantity
After the issue of overseas bonds and the guarantee provided by the company are deliberated and approved by the general meeting of shareholders, The maximum guarantee provided by the company for its holding subsidiaries will increase by about 7.6 billion to about 131.2 billion yuan (calculated according to the central rate of RMB exchange rate published by the people’s Bank of China on December 24, 2021). As of November 30, the company and its holding subsidiaries did not provide guarantees for units outside the consolidated statements, and the balance of guarantees provided by the company to its holding subsidiaries was about 46.9 billion yuan, accounting for 39.91% of the company’s net assets attributable to the parent company as of December 31, 2020. The company and The holding subsidiary has no overdue external guarantee or litigation related guarantee.
6、 Impact on the company
The issuance of overseas bonds will further promote the implementation of the company’s green strategy. The company will implement the issuance plan according to the market conditions and the actual situation of the company. The issuance of overseas bonds still needs to be approved or filed by relevant national departments, and there is great uncertainty. Please pay attention to the risks.
It is hereby announced.
Midea Group Co.Ltd(000333) board of directors December 27, 2021
