Securities code: Jihua Group Corporation Limited(601718) securities abbreviation: Jihua Group Corporation Limited(601718) Announcement No.: pro 2022009 Jihua Group Corporation Limited(601718)
Announcement on issuing debt financing instruments
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.
The 11th meeting of the 5th board of directors of Jihua Group Corporation Limited(601718) (hereinafter referred to as ” Jihua Group Corporation Limited(601718) ” or “the company”) deliberated and adopted the proposal on the registration and issuance of debt financing instruments. In order to broaden the company’s financing channels, expand financing varieties, reduce financing costs and meet the capital needs of the company’s normal operation, the company plans to apply for registration and issuance of debt financing instruments in accordance with the measures for the administration of debt financing instruments of non-financial enterprises in the inter-bank bond market and other regulations. The relevant matters are hereby announced as follows:
1、 Main contents of issuance scheme
(I) registration and issuance scale
The total scale of the registered debt financing instruments is no more than 4 billion yuan (including 4 billion yuan). The varieties of debt financing instruments include the varieties of debt financing instruments recognized by Bank Of China Limited(601988) inter Dealer Association: ultra short-term financing bonds, short-term financing bonds and medium-term notes.
(II) issuance method and object
After the successful registration of the debt financing instruments approved by Bank Of China Limited(601988) inter-bank market dealers association, according to the actual capital demand and the issuance window, the debt financing instruments are issued to all inter-bank members in the national inter-bank bond market (not open to individual investors) in one time or by stages within the validity period of regulatory approval or registration of relevant products through centralized bookkeeping and filing and centralized placement in the national inter-bank bond market.
(III) bond term
The maximum term of this registration and issuance of debt financing instruments shall not exceed 7 years. The specific term composition of debt financing instruments and the issuance scale of various term varieties shall be determined according to the market conditions and the company’s capital demand.
(IV) determination method and level of interest rate
The coupon rate and payment method of the debt financing instruments issued this time shall be determined by the issuer and the lead underwriter through negotiation according to the market conditions.
(V) underwriting method
The underwriting syndicate organized by the lead underwriter underwrites this debt financing instrument in the form of balance underwriting.
(VI) purpose of raised funds
The funds raised from this issuance of debt financing instruments are intended to repay the company’s interest bearing debts and / or supplement the company’s working capital. The amount and proportion of the raised funds used to repay the company’s interest bearing debts and / or supplement working capital shall be determined by the board of directors or the person authorized by the board of directors according to the actual situation of the company’s financial situation.
(VII) guarantee method
This issuance of debt financing instruments does not involve guarantee.
(VIII) debt repayment guarantee measures
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.
(IX) validity of the resolution
The resolution of the general meeting of shareholders on the issuance of debt financing instruments shall be valid within 24 months from the date of deliberation and adoption by the general meeting of shareholders. If the company has decided on the issuance within the validity period of the above-mentioned resolution, and the company has obtained the issuance approval, permit or registration from the regulatory authority within the validity period of the above-mentioned resolution, the company may complete the issuance within the validity period confirmed by such approval, permit or registration.
2、 Authorization matters
In order to efficiently complete the registration and issuance related matters, it is proposed to submit to the general meeting of shareholders to authorize the board of directors and the board of directors to delegate its authorized person to handle all matters of this issuance, including but not limited to:
(I) within the scope permitted by laws and regulations, determine the specific issuance scheme of debt financing instruments to be issued by the company according to the market conditions and the needs of the company, including but not limited to the type of issuance, timing of issuance, installment amount, issuance period, issuance price and interest rate, issuance method, term and method of principal and interest repayment, guarantee matters, and determine the purpose and arrangement of raised funds according to the actual situation.
(II) all necessary and incidental actions and steps for the issuance of debt financing instruments, including but not limited to hiring the lead underwriter and other relevant intermediaries to apply to the relevant regulatory authorities on behalf of the company for matters and procedures related to the issuance, listing and circulation of debt financing instruments and other adjustments required by the regulatory authorities, and sign all contracts, agreements and other legal documents related to the issuance of debt financing instruments.
(III) decide or handle other matters related to the issuance of debt financing instruments.
(IV) the board of directors agrees to delegate the above authorization to the general manager of the company, who is responsible for the implementation.
(V) the validity period of the above authorization is from the date when the proposal is passed by the general meeting of shareholders to the date when the above authorized matters are completed.
3、 Impact of this issuance on the company
This application for registration and issuance of debt financing instruments will help the company broaden financing channels, optimize financing structure, improve the company’s liquidity management ability, meet the capital needs of the company’s operation and development, and meet the interests of all shareholders.
The company’s application for registration and issuance of debt financing instruments needs to be reviewed and approved by the general meeting of shareholders of the company, and can only be implemented after being approved and registered by Bank Of China Limited(601988) inter market dealers association. There are certain uncertainties. Please pay attention to them.
It is hereby announced.
Jihua Group Corporation Limited(601718) board of directors April 27, 2002
