Securities code: Jishi Media Co.Ltd(601929) securities abbreviation: Jishi Media Co.Ltd(601929) Announcement No.: pro 2022015 convertible bond Code: 113017 convertible bond abbreviation: Jishi convertible bond
Announcement on the resolutions of the 14th meeting of the 4th board of supervisors
The board of supervisors and all supervisors 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 Jishi Media Co.Ltd(601929) (hereinafter referred to as “the company”) the 14th meeting of the 4th board of supervisors was held by means of communication voting on May 18, 2022. The notice and materials of the meeting will be sent on May 13, 2022 in the form of delivery, e-mail, etc. There are 6 supervisors who should participate in this meeting, and 6 supervisors who actually participate in communication voting. The meeting complies with the provisions of the company law and the articles of association, and the resolutions made are legal and valid. The meeting considered and adopted the following proposals:
1、 Proposal on reviewing the company’s compliance with the conditions for non-public development of bonds
In accordance with the company law, the securities law, the administrative measures for the issuance and trading of corporate bonds, the administrative measures for the filing of corporate bonds of non-public development banks, the guidelines for undertaking negative list of corporate bond projects of non-public development banks, the Listing Rules of non-public issuance of corporate bonds of Shanghai Stock exchange and other laws, regulations and normative documents, The board of supervisors of the company believes that the company complies with the provisions of the current corporate bond regulatory policy on non-public issuance of corporate bonds to professional investors, and has the conditions and qualifications for non-public issuance of corporate bonds to professional investors.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Proposal on reviewing the company’s non-public development of corporate bonds for professional investors
In order to further broaden the financing channels, optimize the debt structure and meet the capital needs of the company’s operation and development, in accordance with the company law, the securities law, the measures for the administration of corporate bond issuance and trading, the Listing Rules of non-public development bank corporate bonds of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the current effective articles of association of the company, The company plans to issue corporate bonds (hereinafter referred to as “the bonds”) to professional investors in a non-public manner. The issuance scheme is as follows:
(I) face value and scale of this bond issue
The face value of the corporate bonds issued this time is 100.00 yuan, and the scale of the corporate bonds issued this time shall not exceed 800 million yuan (including 800 million yuan). The specific scale of the issuance shall be submitted to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to determine within the above scope according to the company’s capital demand and the market situation at the time of issuance.
Voting results: 6 in favor, 0 against and 0 abstention.
(II) issuance method
After obtaining the letter of no objection from the Shanghai Stock Exchange on the issuance of this bond, within the validity period of the approval, select an appropriate time to issue the bond in a non-public manner to professional investors with corresponding risk identification and bearing capacity through the Shanghai Stock Exchange. The specific issuance method shall be submitted to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors, which shall be determined according to the market conditions and the capital demand of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
(III) bond term, principal and interest repayment method
The term of this bond shall not exceed 3 years (including 3 years). It can be a single term variety or a mixed variety of terms.
This bond adopts simple interest, which is calculated annually without compound interest. The interest shall be paid once a year, the principal shall be repaid once when due, and the last interest shall be paid together with the payment of the principal.
The specific term composition of the bonds, the issuance scale of each term variety and the method of principal and interest repayment shall be submitted to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to determine within the above scope according to the company’s capital demand and the market conditions at the time of issuance.
Voting results: 6 in favor, 0 against and 0 abstention.
(IV) issuing object and placement arrangement to original shareholders
The bonds are issued to professional investors (except those prohibited by national laws and regulations) who can participate in the subscription and transfer of bonds in accordance with the administrative measures for the issuance and trading of corporate bonds and the administrative measures for the appropriateness of investors in the bond market of Shanghai Stock Exchange. The corporate bonds issued this time will not be placed preferentially to the shareholders of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
(V) purpose of raised funds
After deducting the issuance related expenses, the funds raised by the bonds are intended to be used to repay the maturing medium-term notes and financial liabilities due within one year. The specific purpose of the raised funds shall be submitted to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to determine within the above scope according to the fund demand of the company and the market conditions at the time of issuance.
Voting results: 6 in favor, 0 against and 0 abstention.
(VI) underwriting method, listing and transfer arrangement, validity period of resolution, etc
The bonds are underwritten by the lead underwriter in the form of balance underwriting. After the issuance of the bonds, the company will submit an application for the listing and trading of the bonds to the Shanghai Stock Exchange as soon as possible. The resolution of this bond is valid for 12 months from the date of deliberation and adoption by the general meeting of shareholders.
Voting results: 6 in favor, 0 against and 0 abstention.
(VII) bond issue price and bond coupon rate
This issue of corporate bonds is issued at par value. This bond is a fixed interest rate bond. The specific coupon rate is determined by the company and the lead underwriter through negotiation according to the relevant national regulations and market conditions at the time of issuance of corporate bonds.
Voting results: 6 in favor, 0 against and 0 abstention.
(VIII) redemption terms or resale terms
Whether redemption terms or resale terms and relevant terms are set for the bonds, and the specific contents shall be submitted to the shareholders’ meeting to authorize the board of directors or the authorized person of the board of directors to determine according to the market conditions at the time of issuance.
Voting results: 6 in favor, 0 against and 0 abstention.
(IX) guarantee method
This bond is unsecured.
Voting results: 6 in favor, 0 against and 0 abstention.
(x) credit status of the company
The company’s credit status has been good in the past two years.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Proposal on requesting the general meeting of shareholders to authorize the board of directors and authorized persons of the board of directors to fully handle matters related to the non-public development of corporate bonds for professional investors
In order to effectively coordinate the specific matters during the issuance of corporate bonds, the general meeting of shareholders is requested to authorize the board of directors and the authorized persons of the board of directors to fully handle all matters of the non-public issuance of corporate bonds, including but not limited to:
(I) formulate the specific implementation plan of this corporate bond issuance in accordance with national laws, regulations and relevant provisions of the securities regulatory authorities and the actual situation of the company and the market, including but not limited to the specific issuance scale, issuance method, bond term, principal and interest repayment method, issuance object and placement arrangement to the original shareholders, purpose of raised funds, bond issuance price and bond coupon rate Whether to set redemption terms or resale terms, and the specific contents, guarantee methods, debt repayment guarantee measures, listing and transfer arrangements and all matters related to the issuance plan;
(II) decide to hire an intermediary to assist the company in handling the declaration and listing transfer of the non-public issuance of corporate bonds, as well as the listing transfer, principal and interest repayment and other matters of the issuance of corporate bonds after the completion of the issuance;
(III) formulate, approve, sign, modify and announce various legal documents related to this non-public offering, and disclose relevant information in accordance with laws, regulations and other normative documents; Prepare and submit relevant application documents to the regulatory authority, and supplement or adjust the application documents according to the requirements of the regulatory authority;
(IV) hire bond trustee for this non-public Development Bank, sign the trustee agreement and formulate the rules of bondholders’ meeting;
(V) open a special account for raised funds and a special debt repayment account, and sign a tripartite supervision agreement;
(VI) in case of any change in the policy of the regulatory authorities on the issuance of corporate bonds or the market conditions, in addition to the matters required to be re authorized by the general meeting of shareholders and re voted by the board of directors in accordance with the relevant laws, regulations and the articles of association, adjust the specific scheme of the issuance of corporate bonds and other relevant matters according to the opinions of the regulatory authorities, or decide whether to continue the issuance of bonds according to the actual situation;
(VII) handle other matters related to the issuance and listing transfer of corporate bonds;
(VIII) this authorization starts from the date of deliberation and approval of the general meeting of shareholders to the date of completion of the above authorized matters.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Proposal on reviewing the debt financing plan of the company to be listed
In order to further broaden the company’s financing channels, optimize the financing structure and supplement the working capital required by the company’s operation, the company plans to apply for the listed debt financing plan in Beijing Financial Assets Exchange (hereinafter referred to as the “debt financing plan”). The details are as follows:
(I) specific scheme of this listing debt financing plan
1. Filing limit: no more than 700 million yuan (including 700 million yuan).
2. Listing period: no more than 3 years (including 3 years).
3. Listing interest rate: it is listed according to the face value. The listing interest rate is finally determined according to the market conditions of the bond market at the time of listing.
4. Purpose of raised funds: used in accordance with relevant laws and regulations and the requirements of regulatory authorities, including but not limited to the business activities of enterprises that meet the requirements of national laws, regulations and policies, such as repayment of interest bearing debts, supplement of working capital and project construction.
5. Guarantee arrangement: This listing debt financing plan is unsecured.
6. Listing time: according to the actual capital demand, the listing shall be selected within the filing validity period of Beijing financial assets exchange.
7. Listing method: one-time or phased listing within the filing amount and filing validity period. The specific listing method is determined according to the market situation and the company’s capital demand.
8. Raising object: qualified investors recognized by Beijing financial assets exchange.
9. Lead underwriter: Guangdong Development Bank Co., Ltd.
10. Limited period of resolution: from the date of deliberation and approval by the general meeting of shareholders, it will continue to be valid within the term of the products listed this time.
(II) authorization of this listing debt financing plan
In order to ensure the smooth listing of the debt financing plan, the board of directors of the company requests the general meeting of shareholders to authorize the management to be responsible for the research and organization of the debt financing plan, and implement the debt financing plan according to the actual situation and the needs of the company, including but not limited to:
1. To the extent permitted by laws and regulations, formulate the specific listing scheme of the debt financing plan applied for listing and revise and adjust the listing terms of the debt financing plan, including the listing period, listing amount, listing interest rate, listing method, underwriting method and other matters related to the listing terms according to the market conditions and the needs of the company.
2. Hire an intermediary to handle matters related to the listing of the debt financing plan.
3. Represent the company in all negotiations related to this listing debt financing plan, and sign contracts, agreements and relevant legal documents related to this listing debt financing plan.
4. Timely fulfill the obligation of information disclosure.
5. Handle other matters related to the debt financing plan of this listing.
6. This authorization starts from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters. Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Proposal on formulating the management system of corporate bond information disclosure
Voting results: 6 in favor, 0 against and 0 abstention.
It is hereby announced.
Jishi Media Co.Ltd(601929) board of supervisors may 18, 2022
