Bbmg Corporation(601992) announcement on the plan of public issuance of corporate bonds
Securities code: Bbmg Corporation(601992) securities abbreviation: Bbmg Corporation(601992) No.: pro 2022010 Bbmg Corporation(601992)
Announcement on the plan of public issuance of corporate bonds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In order to further broaden the financing channels of Bbmg Corporation(601992) (hereinafter referred to as "the company", "the company" or " Bbmg Corporation(601992) "), optimize the debt structure and reduce the financing cost, in accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of corporate bond issuance and transaction and in combination with the specific situation of the company, Draw up the issuance plan of corporate bonds for this public offering, and the specific plan is as follows:
1、 Conditions for issuing corporate bonds in this public offering
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of corporate bond issuance and trading and other relevant laws, regulations and normative documents, the company compares the actual situation with the provisions of the above relevant laws, regulations and normative documents one by one, and considers that the company meets the current corporate bond policies and the provisions of the conditions for public issuance of corporate bonds to qualified investors, Qualified to issue corporate bonds to qualified investors.
2、 The issuance plan of this public offering of corporate bonds
(I) types of securities issued to the public this time
The type of securities issued this time is corporate bonds.
(II) issuance scale
Corporate bonds with a total face value of no more than 10 billion yuan (including 10 billion yuan) shall be publicly issued to professional investors in one phase or by stages in China. The specific issuance scale and installment method shall be determined within the above scope according to the market conditions at the time of issuance.
Bbmg Corporation(601992) announcement on the plan of public issuance of corporate bonds
(III) face value and issue price
The face value of each corporate bond issued to the public is 100 yuan, which is issued at face value.
(IV) term and type of bonds
The term of this corporate bond shall not exceed 10 years (including 10 years), which can be a single term variety or a mixture of multiple terms. The specific variety and term composition of the corporate bonds shall be submitted to the general meeting of shareholders for authorization, and the board of directors shall determine it according to the company's capital demand and the market conditions at the time of issuance. (V) bond interest rate
The coupon rate of this public issuance of corporate bonds shall be determined by the board of directors and the lead underwriter authorized by the general meeting of shareholders according to the capital demand of the company and the market conditions at the time of this issuance of corporate bonds.
(VI) issuance method and object
The issuing method is public offering. The issuing objects are investors who comply with relevant laws and regulations. (VII) purpose of raised funds
On the premise of compliance with relevant laws and regulations, the funds raised by the corporate bonds are intended to be used to repay bank loans, bonds and other debt financing instruments and / or supplement working capital. The specific purpose shall be determined by the board of directors or the person authorized by the board of directors according to the financial situation of the company.
(VIII) placement arrangement to shareholders of the company
The corporate bonds will not be preferentially placed to the shareholders of the company.
(IX) listing place
After the public issuance of corporate bonds is completed, the company will apply for the public issuance of corporate bonds to be listed and traded on the Shanghai Stock Exchange.
(x) guarantee arrangement
Whether this public offering of corporate bonds adopts guarantee and specific guarantee methods shall be submitted to the board of directors authorized by the general meeting of shareholders or the person authorized by the board of directors for determination (including but not limited to whether to provide guarantee, guarantor, guarantee method and consideration, etc.).
（11） Debt repayment guarantee measures
The general meeting of shareholders shall be requested to authorize the board of directors of the company to pay the principal and interest of the bonds on schedule in accordance with relevant laws and regulations 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
Bbmg Corporation(601992) announcement on the plan of public issuance of corporate bonds
The regulations require corresponding repayment guarantee measures, including but not limited to:
1. Not distribute profits to shareholders;
2. Suspend the implementation of capital expenditure projects such as major foreign investment, mergers and acquisitions;
3. Reduce or suspend the salaries and bonuses of directors and senior managers;
4. The principal responsible person of the company related to corporate bonds shall not be transferred.
（12） Validity of resolutions
The resolution of the general meeting of shareholders on the public issuance of corporate bonds shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders.
3、 Authorization matters of this public issuance of corporate bonds
In order to effectively coordinate the specific matters in the process of this public offering of corporate bonds, it is proposed to submit to the general meeting of shareholders to authorize the board of directors or the authorized person of the board of directors to fully handle the matters related to this public offering on the basis of the issuance plan deliberated and approved by the general meeting of shareholders and based on the principle of safeguarding the maximization of the interests of the company, including but not limited to:
(I) formulate and adjust the specific issuance plan of the company's bonds, revise and adjust the issuance terms of the company's bonds, including but not limited to the specific issuance scale, bond term, bond variety, bond interest rate and its determination method, issuance timing, etc. in accordance with the relevant provisions of national laws, regulations, regulatory authorities and the resolutions of the general meeting of shareholders of the company and the actual situation of the company and bond market Issuance method (including whether to issue by stages and the number of issues in each period), whether to set resale terms and redemption terms and specific contents, guarantee arrangement, term and method of principal and interest repayment, purpose of raised funds, rating arrangement, debt repayment guarantee arrangement (including but not limited to debt repayment guarantee measures under this public offering scheme), specific subscription method, specific placement arrangement All matters related to the public offering plan such as bond listing;
(II) decide to hire an intermediary to assist the company in handling matters related to the declaration and listing of the public issuance of corporate bonds;
(III) the public meeting of bond holders and the selection of bond managers;
(IV) formulate, approve, sign, modify and announce various laws related to this public offering
Bbmg Corporation(601992) announcement on the plan of public issuance of corporate bonds
Legal documents, and supplement or adjust the application documents according to the requirements of the regulatory authorities;
(V) handle the listing of corporate bonds issued in this public offering after the completion of this public offering;
(VI) if the policy of the regulatory authorities on the issuance of corporate bonds changes or the market conditions change, in addition to the matters required to be re voted by the general meeting of shareholders in accordance with the relevant laws, regulations and the articles of association, adjust the relevant matters of the public offering according to the opinions of the regulatory authorities, or decide whether to continue the public offering according to the actual situation;
(VII) handle other matters related to this public offering
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors, and agrees that the board of directors authorizes the chairman or other persons authorized by the chairman of the board of directors to be the authorized persons of this public offering to handle the affairs related to this public offering on behalf of the company in accordance with the resolutions of the general meeting of shareholders and the authorization of the board of directors.
The above authorization starts from the date of deliberation and approval of the general meeting of shareholders to the date of completion of the above authorization.
It is hereby announced.
Bbmg Corporation(601992) board of directors
March 25, 2002
