Everbright Jiabao Co.Ltd(600622) 2022 second extraordinary general meeting materials
April 21, 2002
Everbright Jiabao Co.Ltd(600622)
Notes to the second extraordinary general meeting of shareholders in 2022
In accordance with laws, regulations, normative documents of competent regulatory authorities and other relevant provisions, in order to safeguard the legitimate rights and interests of investors and ensure the normal order and efficiency of the general meeting of shareholders, the following general meeting instructions are hereby formulated, which shareholders, directors and other relevant personnel are expected to strictly abide by.
1、 The general meeting of shareholders shall establish a general meeting secretariat, which shall be specifically responsible for matters related to procedures of the general meeting. 2、 The board of directors will safeguard the legitimate rights and interests of shareholders and earnestly perform its statutory duties in the principle of ensuring the normal order and efficiency of the general meeting.
3、 Shareholders shall conscientiously perform their legal obligations and shall not infringe upon the legitimate rights and interests of other shareholders or disturb the normal order of the general meeting.
4、 Shareholders enjoy the right to speak, question and vote according to law. Shareholders who request to speak or ask questions shall register with the Secretariat of the general meeting in advance. Shareholders may fill in the consultation form with relevant opinions, which shall be summarized by the Secretariat of the general meeting and uniformly submitted to relevant personnel for answers.
5、 In principle, the total speaking time of shareholders shall be controlled within 20 minutes. When more than two shareholders request to speak at the same time, the moderator will arrange to speak in the order of the number of shares held from more to less.
6、 When speaking, shareholders shall first report the number of shares held and produce valid certificates. Each shareholder shall speak no more than twice, the first time shall not exceed 5 minutes, and the second time shall not exceed 3 minutes.
7、 Shareholders shall not interrupt the agenda of the general meeting without reason and request to speak. In the process of deliberation, if the shareholders request to speak or raise questions on relevant issues, they can speak or raise questions only with the permission of the chairman of the general meeting. When voting, shareholders shall not speak at the general meeting.
8、 The time for the board of directors and relevant personnel of the company to answer each shareholder’s question shall not exceed 5 minutes. 9、 The general assembly adopts the method of open ballot one by one.
10、 During the holding of the general meeting, if shareholders, directors and other relevant personnel interfere with the order of the general meeting, make trouble and infringe on the legitimate rights and interests of other shareholders and fail to perform their legal obligations or responsibilities, the public security organ shall give administrative penalties such as warning, fine and detention in accordance with the relevant provisions of the law of Shanghai Municipality on the administration of public security in public places.
General Assembly Secretariat
catalogue
1. Proposal on extending the financial support provided by the company to Beijing Centergate Technologies (Holding) Co.Ltd(000931) project 12. Proposal on meeting the conditions for issuing corporate bonds 53. Proposal on the issuance plan of corporate bonds 64. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the issuance of corporate bonds 85. Proposal on the proposed registration and issuance of debt financing instruments of non-financial enterprises 106. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the issuance of debt financing instruments of non-financial enterprises 12 proposal on extending the financial support provided by the company to Beijing Centergate Technologies (Holding) Co.Ltd(000931) project — at the second extraordinary general meeting of shareholders in Everbright Jiabao Co.Ltd(600622) 2022
Ladies and gentlemen, shareholders
1、 Overview of financial assistance
Shanghai Anyi Investment Co., Ltd. (hereinafter referred to as “Anyi investment”) is a wholly-owned subsidiary of Guangkong Anshi – Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity investment fund (hereinafter referred to as ” Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund”) invested by the company, which mainly holds, operates and manages the properties of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) project Beijing Centergate Technologies (Holding) Co.Ltd(000931) the fund manager of private equity fund is the holding subsidiary of the company – light control Anshi (Beijing) Investment Management Co., Ltd. (hereinafter referred to as “light control Anshi”). As of the date of this meeting, the total scale of Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund is 14218406 million yuan, and the direct investment principal of the company is 845365 million yuan, accounting for about 5.95%.
According to the internal authorization of the company and with the prior approval of the Executive Committee of the board of directors of the company, it is agreed that the company will provide a total of 480 million yuan of financial assistance to Anyi investment (see the company’s announcement Lin 2020067 for details). As of the date of this meeting, the financial assistance actually provided by the company to it is 440 million yuan, of which 140 million yuan has expired on March 19, 2022, 21 million yuan (divided into three transactions) will expire successively from April 1 to May 12, 2022, and 90 million yuan (divided into two transactions) will expire on December 17, 2022.
In order to meet the capital needs of property operation and management of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) project, according to the relevant provisions of the Listing Rules of Shanghai Stock Exchange (revised version in January 2022) and through friendly negotiation between both parties, the company will extend the above-mentioned financial assistance of RMB 440 million and its interest (hereinafter referred to as “financial assistance”), and uniformly adjust the loan maturity date after the extension of the above-mentioned financial assistance to June 30, 2023, The annual interest rate and other agreements of the loan after the extension are consistent with the original loan contract.
As the asset liability ratio of Anyi investment exceeds 70%, the extension of the financial assistance provided by the company to Anyi investment needs to be submitted to the general meeting of shareholders of the company for deliberation. This extension of financial assistance does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the company believes that the extension of financial assistance does not constitute related party transactions. If the general meeting of shareholders of the company approves the extension of financial assistance, the president of the company shall be authorized to sign relevant legal documents.
2、 Basic information of financial assistance objects
(I) basic information
Shanghai Anyi Investment Co., Ltd. was established on December 14, 2015; Registered capital: 30.3 million yuan; Address: West area, second floor, No. 707, Zhangyang Road, China (Shanghai) pilot free trade zone; Legal representative: Yuan Lei; Business scope: industrial investment, investment management, asset management, investment consulting, enterprise management consulting.
(II) equity structure
The Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund initiated by the holding subsidiary of the company, Guangkong Anshi, as the fund manager, holds 100% equity of Anyi investment Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund currently has a scale of 14218406 million yuan, of which the investment principal of Yixing light control investment Co., Ltd. is 1693383 million yuan, accounting for about 11.91%; The investment principal of the company is 845365 million yuan, accounting for about 5.95%; The investment principal of other entities is 1167965800 yuan, accounting for about 82.14%.
(III) project situation
Beijing Centergate Technologies (Holding) Co.Ltd(000931) project is located in the core area of Beijing Centergate Technologies (Holding) Co.Ltd(000931) business district in Haidian District, Beijing. It is indirectly connected with Metro Line 4 and line 10. It is an important traffic and commercial gathering point in Haidian District. The project covers a total area of about 105000 square meters and a total construction area of about 199000 square meters. It is composed of six areas: A, B, C, D, e and wedge-shaped area. Among them, the construction area of property certificate in CDE area is about 74000 square meters, and the property business types are commerce, office and garage; The building area of property certificate in area AB is about 57000 square meters, and the property business type is commercial and office; The building area of property certificate in wedge-shaped area is about 68000 square meters, and the property business type is commercial and garage Beijing Centergate Technologies (Holding) Co.Ltd(000931) the overall rental and operation of the project are in good condition. (IV) main financial data
(unit: RMB 10000)
Financial indicators December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 5916802462502800
Total liabilities 5959117063842512
Net assets -423146 -1339712
Business indicators January December 2020 January September 2021
(audited) (Unaudited)
Operating income (note) 0.00 0.00
Net profit (note) -699345 -916566
Note: Anyi investment holds 100% equity of Beijing Centergate Technologies (Holding) Co.Ltd(000931) three project companies. As an investment holding company, it has no main business and no operating income. Its net loss is mainly composed of loan interest expenses provided by Beijing Centergate Technologies (Holding) Co.Ltd(000931) private fund investors. 3、 Risk tips
Under the influence of macroeconomic, industry cycle, project operation and management and other factors, it is uncertain whether the financial assistance extended by the company can be recovered as scheduled in the future. The company will urge the fund manager Guangkong Anshi to strengthen the management of major matters such as the investment attraction and operation of Beijing Centergate Technologies (Holding) Co.Ltd(000931) project, make full use of the location advantage of Beijing Centergate Technologies (Holding) Co.Ltd(000931) core business circle where the project is located, tap the project value, and strive to improve the commercial added value and maximize the project income through various effective measures. At the same time, the company will also strictly monitor the fund use of Anyi investment, pay full attention to and actively prevent risks, and ensure that the financial assistance is recovered on schedule.
4、 Opinions of independent directors
Independent opinions of the three independent directors of the company on the extension of financial assistance: the company’s provision of financial assistance to Anyi investment for the extension has fulfilled the company’s internal decision-making procedures and complied with relevant laws and regulations, the articles of association and other relevant provisions; The purpose of this financial assistance extension is to ensure the funds required by Anyi investment to operate and manage Beijing Centergate Technologies (Holding) Co.Ltd(000931) project, which is conducive to the sustainable and stable development of the project. The loan interest rate is fair and reasonable for both parties, will not have a significant adverse impact on the normal operation of the company and Anyi investment, and is in the interests of the company and all shareholders. We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Purpose of financial assistance extension and its impact on the company
This time, the company provides financial support to Anyi investment for extension, which aims to ensure the funds required for Anyi investment operation management and debt repayment, which is conducive to the continuous and stable operation of Beijing Centergate Technologies (Holding) Co.Ltd(000931) project. The subsequent companies will also share the relevant income generated from the operation of the project, which is conducive to enhancing the company’s future profitability. The loan interest rate complies with the market interest rate standard and is fair and reasonable to both parties. Meanwhile, as the fund manager of Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund, Guangkong Anshi, the holding subsidiary of the company, can manage and control the operation and management risks of Beijing Centergate Technologies (Holding) Co.Ltd(000931) private equity fund and Anyi investment to ensure their solvency. Moreover, the project has good market prospects, so the risk of this financial assistance extension is small. This extension of financial assistance complies with the company law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, and will not have an adverse impact on the normal operation of the company and its subsidiaries, damage the interests of the company or shareholders, especially small and medium-sized shareholders, or have a significant adverse impact on the current and future financial status and operating results of the company.
It is hereby submitted to the general meeting of shareholders for deliberation.
Thank you.
Materials of the second extraordinary general meeting of shareholders in 2022 on April 21, 2022
Proposal on meeting the conditions for issuing corporate bonds
—-At the second extraordinary general meeting of shareholders in Everbright Jiabao Co.Ltd(600622) 2022
Ladies and gentlemen, shareholders
In accordance with 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 board of directors of the company carefully checked the actual operation and relevant matters of the company according to the qualifications and conditions for issuing corporate bonds, and considered that the company complied with the current laws The regulations and normative documents on the issuance of corporate bonds have the qualifications and conditions for public or non-public issuance of corporate bonds to professional investors. There is no relevant situation that corporate bonds may not be publicly or privately issued to professional investors.
It is hereby submitted to the general meeting of shareholders for deliberation.
Thank you.
Materials for the second extraordinary general meeting of shareholders in 2022 (3) on April 21, 2022
Proposal on the issuance plan of corporate bonds
—-At the second extraordinary general meeting of shareholders in Everbright Jiabao Co.Ltd(600622) 2022
Ladies and gentlemen, shareholders
In order to broaden financing channels, optimize debt structure and enhance the ability of sustainable operation, through the research of Everbright Jiabao Co.Ltd(600622) (hereinafter referred to as “the company” and “the company”), it is planned to issue corporate bonds of no more than RMB 880 million (including RMB 880 million) to professional investors. The scheme of this corporate bond is:
1、 Issuance scale: the face value of corporate bonds issued this time is 100 yuan, and the total face value of bonds shall not exceed 880 million yuan (including 880 million yuan). The specific issuance scale shall be determined within the above scope by the board of directors and the authorized person of the board of directors authorized by the general meeting of shareholders.
2、 Bond variety, interest rate, term, principal and interest repayment method and other arrangements: the corporate bonds issued this time are fixed interest rate bonds, which are public or non-public corporate bonds issued to professional investors, with a term of no more than five years (including five years). They can be single term varieties or mixed varieties of multiple terms. Specific bond varieties, interest rates, terms, principal and interest repayment methods, etc
