Materials of the first extraordinary general meeting of shareholders in 2022 (Stock Code: Jishi Media Co.Ltd(601929) )
May 2022
catalogue
Notes to the meeting three
Agenda of the first extraordinary general meeting of shareholders in 2022 5 proposal I. proposal on considering the company’s compliance with the conditions for non-public issuance of bonds 7 proposal 2. Proposal on considering the company’s non-public issuance of corporate bonds to professional investors 8 proposal 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to fully handle matters related to the non-public issuance of corporate bonds to professional investors 11 proposal IV. proposal on reviewing the debt financing plan of the company to be listed thirteen
Notice of meeting
Shareholders and shareholder representatives:
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the provisions of the normative opinions on the general meeting of shareholders of listed companies, the rules of procedure of the general meeting of shareholders and the articles of Association issued by the CSRC, the notice of this meeting is hereby formulated:
1、 The Securities Investment Department of the company is responsible for handling relevant matters during the general meeting.
2、 During the general meeting of shareholders, in order to ensure the seriousness and normal order of the meeting, the participants should be confirmed by the Securities Investment Department of the company before entering the venue. The company has the right to refuse those who do not have the qualification to enter the venue.
3、 Shareholders attending the meeting shall enjoy the right to speak, question and vote according to law, and shall consciously perform their legal obligations, and shall not infringe on the interests of other shareholders and interfere with the normal order of the meeting.
4、 If the shareholders need to speak at the general meeting, they shall be named by the chairman of the general meeting. Each shareholder shall first report the number of shares held and the name of the shareholder, and briefly explain their views and suggestions. The speaking time is generally no more than five minutes. The chairman can arrange the directors, supervisors or senior managers of the company to answer the questions of the shareholders.
5、 The shareholder’s speech shall focus on the topic of the general meeting. If the content of the shareholder’s question has nothing to do with the topic of the general meeting or involves the company’s business secrets, the company has the right not to respond.
6、 The general meeting of shareholders shall be conducted according to the following procedures:
1. The chairman of the meeting announces the beginning of the meeting and introduces the shareholders, shareholders’ representatives and non voting personnel attending the meeting;
2. Relevant reporters shall make reports on various proposals to the general assembly;
3. Shareholders’ representatives speak and ask questions;
4. Voting;
5. The teller counts the votes;
6. The scrutineer announces the voting result;
7. Read out the resolutions of the general meeting of shareholders;
8. The lawyer read out the legal opinion of the shareholders’ meeting;
9. The moderator declared the meeting closed.
7、 Shareholders, shareholders’ representatives and entrusted agents shall exercise their voting rights according to the number of voting shares they represent, and each share shall have one vote.
When shareholders, shareholders’ representatives and entrusted agents present at the meeting vote, they shall choose one of the three items of “agree”, “oppose” and “abstain” under each proposal in the voting vote and mark it with “√”. Votes that are not filled in, wrongly filled in and illegible shall be deemed as “abstention”.
8、 When voting, shareholders, shareholders’ representatives and entrusted agents are invited to vote in order. The vote counter shall count the voting results in time. One shareholder representative, two supervisors and a witness lawyer shall participate in the vote monitoring and counting.
9、 The lawyers of the law firm hired by the company attended the shareholders’ meeting, witnessed and issued legal opinions.
Agenda of the first extraordinary general meeting of shareholders in 2022
(I) on site meeting time: 14:30, June 2, 2022
(II) online voting time: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The voting time through the voting platform of the trading system is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(III) venue of on-site meeting: Jishi Media Co.Ltd(601929) (meeting room on the 21st floor of Jishi Media Co.Ltd(601929) information hub center, Hemei Road, Jingyue high tech Industrial Development Zone, Changchun City).
(IV) Moderator: Chairman Wang Shengjie
(V) participants:
1. The equity registration date of this shareholders’ meeting is May 26, 2022. After the transaction is completed in the afternoon of the equity registration date, all shareholders registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch have the right to attend and vote at this extraordinary shareholders’ meeting; And may authorize others to attend and vote on behalf in writing (the authorized person does not need to be a shareholder of the company);
2. Directors, supervisors and senior managers of the company;
3. A lawyer employed by the company.
(VI) proposals considered at the meeting:
1. Proposal on considering that the company meets the conditions for non-public issuance of bonds
2. Proposal on reviewing the company’s non-public issuance of corporate bonds to professional investors
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 issuance of corporate bonds to professional investors
4. Proposal on reviewing the company’s proposed debt financing plan
(VII) agenda:
1. The chairman of the meeting announces the beginning of the meeting and introduces the shareholders, shareholders’ representatives and non voting personnel attending the meeting;
2. Relevant reporters shall make reports on various proposals to the general assembly;
3. Shareholders’ representatives speak and ask questions;
4. Voting;
5. The teller counts the votes;
6. The scrutineer announces the voting result;
7. Read out the resolutions of the general meeting of shareholders;
8. Read out the legal opinion of the shareholders’ meeting;
9. The moderator declared the meeting closed.
Proposal 1. Proposal on considering the company’s compliance with the conditions for non-public issuance of bonds. Shareholders:
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 directors 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.
This proposal has been deliberated and adopted at the 15th meeting of the Fourth Board of directors held on May 18, 2022, and is now submitted to the general meeting of shareholders for deliberation.
Proposal 2. Proposal on reviewing the company’s non-public issuance of corporate bonds to professional investors. Shareholders:
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. (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.
(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.
(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.
(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.
(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.
(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.
(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.
(IX) guarantee method
This bond is unsecured.
(x) credit status of the company
The company’s credit status has been good in the past two years.
This proposal has been deliberated and adopted at the 15th meeting of the Fourth Board of directors held on May 18, 2022, and is now submitted to the general meeting of shareholders for deliberation.
Proposal 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to fully handle matters related to the non-public issuance of corporate bonds to professional investors. Shareholders:
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:
1. In accordance with the relevant provisions of national laws, regulations and securities regulatory authorities, and in accordance with the actual situation of the company and the market, formulate the specific implementation plan of this corporate bond issuance, 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;
2. 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;
3. 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;
4. Hire a bond trustee for this non-public Development Bank, sign the trustee agreement and formulate the rules of bondholders’ meeting;
5. Open a special account for raised funds and a special debt repayment account, and sign a tripartite supervision agreement;
6. If the regulatory authority’s policy on the issuance of corporate bonds changes or the market conditions change, in addition to the matters that need to be re authorized by the general meeting of shareholders and re voted by the board of directors according to the relevant laws, regulations and the articles of association, adjust the specific scheme and other relevant matters of the issuance of corporate bonds according to the opinions of the regulatory authority, or decide whether to continue the issuance of corporate bonds according to the actual situation;
7. Handle other matters related to the issuance and listing transfer of corporate bonds;
8. 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.
This proposal has been deliberated and adopted at the 15th meeting of the Fourth Board of directors held on May 18, 2022, and is now submitted to the general meeting of shareholders for deliberation.
Proposal IV. proposal on reviewing the debt financing plan of the company to be listed. Shareholders:
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:
1、 Specific scheme of debt financing plan for this listing
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: in accordance with relevant laws
