Securities code: Sinochem International Corporation(600500) securities abbreviation: Sinochem International Corporation(600500) No.: 2022021
Bond Code: 175781 bond abbreviation: 21 Sinochem G1
Bond Code: 188412 bond abbreviation: Sinochem gy01
Bond Code: 185229 bond abbreviation: 22 Sinochem G1
Sinochem International Corporation(600500) (holding) Co., Ltd
Announcement on the proposed issuance of medium and long-term US $300 million bonds abroad
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 Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as “the company”) held the 24th Meeting of the 8th board of directors on April 14, 2022, deliberated and adopted the proposal on the company’s overseas issuance of medium and long-term bonds of US $300 million. In order to improve the company’s capital structure, broaden financing channels and meet capital needs, combined with the current situation of overseas bond market and the company’s capital needs, the company plans to issue USD bonds with a total amount of USD 300 million overseas. The relevant information is hereby announced as follows:
1、 The issuance scheme of overseas bonds issued this time
1. Issuer: the wholly-owned SPV Sinochem International Development PTE. Ltd. (hereinafter referred to as “Sid”) established in Singapore by Sinochem International (Overseas) PTE. Ltd., an overseas wholly-owned subsidiary of the company.
2. Issue size: US $300 million.
3. Issuance period: it is expected to be no more than 5 years (including 5 years). It can be issued in several times, which will be finally determined according to the company’s capital demand, market conditions before issuance and investor feedback.
4. Issuing interest rate: determined according to the situation of overseas bond market at the time of issuance.
5. Purpose of fund: to repay due debts and supplement working capital.
6. Guarantee: the company provides joint and several liability guarantee for Sid’s US dollar bond issuance. The guarantee scope includes the principal and interest of overseas bonds and the cost of realizing the main creditor’s rights. The cross-border guarantee will finally take effect on the basis of the filing of relevant national departments.
7. Listing place: on the premise of meeting the listing conditions, the bonds issued will apply for listing and trading on the stock exchange of Hong Kong, Singapore stock exchange or other appropriate overseas exchanges, which will finally be determined according to the market conditions before issuance.
8. Validity period of the resolution: the resolution on this bond issue shall be valid within 24 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
2、 Authorization matters
The board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to, on the basis of the issuance plan deliberated and approved by the general meeting of shareholders, in accordance with the company law of the people’s Republic of China, the Notice of the national development and Reform Commission on promoting the management reform of the filing and registration system for the issuance of foreign debt by enterprises and other relevant laws and regulations, as well as the relevant provisions of the articles of association and market conditions, and on the principle of maximizing the interests of the company, Fully handle all matters related to the issuance of overseas bonds, including but not limited to:
1. 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 in accordance with the actual situation of the company and the market, formulate and adjust the specific issuance plan of this overseas bond, revise and adjust the specific terms, conditions and other matters of this overseas bond issuance, including but not limited to the issuer, issuance time, issuance scale, bond term, bond interest rate Issuance method (including whether to issue by stages, the number of issuance periods, public offering or private placement, etc.), rating arrangement, guarantee arrangement, term and method of principal and interest repayment, purpose of raised funds, debt repayment guarantee arrangement (including but not limited to debt repayment guarantee measures under this issuance scheme), specific subscription method, specific placement arrangement, this overseas bond listing and other matters related to this issuance scheme;
2. Hire an intermediary agency to assist the company in handling matters related to the declaration and listing of this overseas bond issuance; 3. Within the scope of the above authorization, be responsible for formulating, reviewing, modifying and approving various legal documents related to this overseas bond issuance (including but not limited to bond conditions and terms, issuance circular, subscription agreement, guarantee deed, trust agreement, agency agreement, etc.), and handling the relevant declaration, filing, registration and information disclosure procedures of overseas bonds;
4. After the completion of this issuance, handle the listing of overseas bonds issued this time;
5. In case of any change in the policies or market conditions of the regulatory authorities, in addition to the matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, the relevant matters of this overseas bond issuance shall be adjusted accordingly according to the opinions of the regulatory authorities, or whether to continue the implementation shall be decided according to the actual situation;
6. Handle other matters related to this overseas bond issuance;
7. This authorization is valid from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters.
While the above-mentioned matters have been approved and authorized by the general meeting of shareholders, it is agreed that the board of directors of the company will authorize the management of the company to deal with the affairs related to the issuance and listing of overseas bonds within the scope of the above-mentioned authorization.
3、 Relevant procedures for the performance of overseas bonds issued this time
The issue of overseas bonds has been deliberated and approved at the 24th Meeting of the 8th 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 bonds in accordance with the provisions of relevant laws and regulations after meeting the requirements of relevant laws and regulations, and the company will disclose the follow-up matters of this bond issuance in a timely manner.
It is hereby announced.
Board of directors of Sinochem International Corporation(600500) (holding) Co., Ltd. April 16, 2022
