Stock Code: Hbis Company Limited(000709) stock abbreviation: Hbis Company Limited(000709) Announcement No.: 2022022 Hbis Company Limited(000709)
Announcement on the proposed registration and issuance of perpetual medium-term notes
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
In order to further broaden the company’s financing channels, meet capital needs and reduce financing costs, the company plans to apply to Bank Of China Limited(601988) inter market dealers association for registration and issuance of sustainable medium-term notes with a total amount of no more than 5 billion yuan. The details are as follows:
1、 Main contents of this issuance plan of perpetual medium-term notes
1. Issuance scale
The total amount of perpetual medium-term notes to be applied for this time is no more than 5 billion yuan (including 5 billion yuan), which can be issued in one time or by stages. The specific issuance scale shall be determined by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders according to the market conditions and the capital needs of the company.
2. Issuance method and object
The lead underwriter shall organize an underwriting syndicate to make a public offering to institutional investors (except buyers prohibited by national laws and regulations) in the national inter-bank bond market through centralized bookkeeping, filing and centralized placement.
3. Bond term
The foundation period shall not exceed 5 years. At the end of the agreed basic period and at the end of each week, the company has the right to exercise the option of renewal and extend it for one cycle according to the agreed basic period; If the company does not exercise the renewal option, it will pay in full when due. The specific bond term and other matters 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 at the time of issuance.
4. Bond interest rate and its determination method
The perpetual medium-term notes registered and issued this time adopt the form of fixed interest rate, and the simple interest is calculated annually without compound interest. The coupon rate of the basic term will be determined by the company and the lead underwriter through negotiation within the preset range according to the results of offline bookkeeping and filing to qualified investors. It will remain unchanged during the basic term, and then be reset once every renewal cycle. The reset method will be determined by the company and the lead underwriter through negotiation in accordance with relevant national regulations.
5. Purpose of raised funds
The funds raised from the registration and issuance of sustainable medium-term notes are intended to be used for the company to supplement working capital and / or repay interest bearing liabilities and / or project construction. The specific purpose of the raised funds shall be determined by the board of directors or the person authorized by the board of directors within the above scope according to the fund demand of the company.
6. Underwriting method
The underwriting method of this issuance of perpetual medium-term notes is balance underwriting. After the end of the underwriting period, the lead underwriter shall organize the underwriting syndicate to fully subscribe for the balance of the bonds with insufficient subscription at the issuance price (i.e. the determined issuance interest rate), at its own risk.
7. Listing place
After the issuance of this perpetual medium-term note, it will be listed and traded in the inter-bank bond market.
8. Guarantee terms
This perpetual medium-term note is unsecured.
9. Guarantee measures for bond repayment
The company promises to take corresponding repayment guarantee measures in accordance with relevant laws and regulations, including but not limited to:
(1) Do not distribute profits to shareholders;
(2) Postpone 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 main responsible person shall not be transferred.
10. Authorization of the issuance to the board of directors
In order to effectively handle the specific matters during the registration and issuance of the perpetual medium-term notes, the general meeting of shareholders is requested to authorize the board of directors or the person authorized by the board of directors in accordance with the company law, the securities law and the measures for the administration of debt financing instruments of non-financial enterprises in the inter-bank bond market In accordance with the relevant provisions of laws and regulations such as the working procedures for the public offering and registration of debt financing instruments of non-financial enterprises (version 2020) and the articles of association and the market conditions at that time, and based on the principle of safeguarding the maximization of the interests of the company’s shareholders, the company has full authority to handle the matters related to the registration and issuance of sustainable medium-term notes, including but not limited to:
(1) In accordance with national laws and regulations, relevant provisions of securities regulatory authorities and resolutions of the general meeting of shareholders of the company, formulate and adjust the specific plan for the issuance of the sustainable medium-term notes and revise and adjust the terms of the issuance of the sustainable medium-term notes, including but not limited to the specific issuance scale, bond term, bond variety, bond interest rate and its determination method Timing of issuance (including whether to issue by stages and the number of issuance periods), rating arrangement, specific subscription method, specific placement arrangement, term and method of principal and interest repayment, bond listing, termination of issuance and other matters related to the terms of issuance;
(2) Hire intermediaries for the perpetual medium-term notes and bonds, select the lead underwriter and duration management organization of the perpetual medium-term notes, sign the underwriting agreement, and formulate the rules of bondholders’ meeting and the management system of information disclosure;
(3) Handle the application for the issuance of sustainable medium-term notes;
(4) Formulate, approve, sign, modify and announce various application materials and legal documents related to the registration and issuance of sustainable medium-term notes, and supplement or adjust the application documents accordingly according to the requirements of the examination and approval authority;
(5) In case of any change in the regulatory authorities’ policy on the issuance of sustainable medium-term notes or changes in market conditions, in addition to the matters required to be re voted by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, the relevant matters of the sustainable medium-term notes shall be adjusted accordingly according to the opinions of the regulatory authorities;
(6) Handle other specific matters related to the issuance and listing of the perpetual medium-term notes in accordance with the bond issuance and Listing Rules of Bank Of China Limited(601988) inter market dealers association;
(7) Handle other matters related to the registration and issuance of sustainable medium-term notes;
(8) 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.
The board of directors is requested to agree to authorize the board of directors Guangshen to be the authorized person of this offering and specifically handle the affairs related to this offering. The above authorized person has the right to handle the above matters related to the issuance and listing on behalf of the company in the process of this issuance in accordance with the scope of authorization determined by the resolution of the general meeting of shareholders of the company and the authorization of the board of directors.
11. Validity of the resolution
The resolution of the board of directors on the registration and issuance of perpetual medium-term notes shall be considered and adopted by the board of directors until 24 months after the expiration of the notice of registration of medium-term notes issued by Bank Of China Limited(601988) inter market dealers association.
2、 Approval procedures for this issuance of medium-term notes
The issue has been deliberated and approved at the 25th meeting of the Fourth Board of directors held on April 20, 2022, and needs to be submitted to the general meeting of shareholders for deliberation and approval, and implemented after being approved and registered by Bank Of China Limited(601988) inter market dealers association.
The company is not the subject of liability for breach of trust. The company will timely disclose the issuance of medium-term notes in accordance with relevant laws and regulations.
3、 Documents for future reference
1. Resolution of the 25th session of the 4th board of directors.
It is hereby announced.
Hbis Company Limited(000709) board of directors April 22, 2022
