Securities code: Jishi Media Co.Ltd(601929) securities abbreviation: Jishi Media Co.Ltd(601929) Announcement No.: pro 2022016 convertible bond Code: 113017 convertible bond abbreviation: Jishi convertible bond
Jishi Media Co.Ltd(601929)
Non public offering to professional investors in 2022
Announcement of corporate bonds
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. 1、 Notes on the company’s compliance with the conditions for non-public issuance 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 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.
2、 Proposal on the company’s non-public issuance of corporate bonds to professional investors
In order to further broaden financing channels, optimize debt structure and meet the capital needs of the company’s operation and development, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading, the Listing Rules of Shanghai stock exchange for non-public issuance of corporate bonds 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.
3、 Authorization matters related to the company’s non-public issuance of corporate bonds to 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.
4、 Procedures for deliberation and decision-making on non-public issuance of corporate bonds
The matters related to the proposed non-public issuance of corporate bonds to professional investors have been deliberated and adopted at the 15th meeting of the Fourth Board of directors of the company, and need to be submitted to the general meeting of shareholders of the company for deliberation and approved by relevant regulatory authorities before implementation. The company will timely disclose the situation related to the non-public issuance of corporate bonds to professional investors in this application. Facing the uncertainty of whether the non-public issuance of corporate bonds by professional investors can be approved, the company invites investors to invest rationally and pay attention to investment risks.
5、 Opinions of independent directors
(I) independent opinions on the company’s compliance with the non-public issuance of corporate bonds
In accordance with the company law, the securities law, the measures for the administration of corporate bond issuance and trading and other relevant laws and regulations, and after checking with the above laws, regulations and departmental rules item by item in combination with the actual situation of the company, we believe that the company meets the requirements for non-public issuance of corporate bonds. We agree to submit the matter to the general meeting of shareholders for deliberation.
(II) independent opinions on the company’s non-public issuance of corporate bonds to professional investors
The company applies to Shanghai stock exchange for non-public issuance of corporate bonds with a limit of no more than (including) 800 million yuan and a term of no more than (including) 3 years, which meets the needs of the company’s overall strategic development, optimizes the company’s debt structure, conforms to the overall interests of the company and shareholders, and does not damage the interests of the company and all shareholders. We agree to submit the company’s non-public issuance of corporate bonds to professional investors to the general meeting of shareholders for deliberation.
(III) independent opinions on requesting the general meeting of shareholders to authorize the board of directors and authorized persons of the board of directors to handle matters related to non-public issuance of corporate bonds
The company requests the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to fully handle the matters related to the non-public issuance of corporate bonds, which will help to improve the work efficiency of the non-public issuance of corporate bonds. Therefore, we agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Jishi Media Co.Ltd(601929) board of directors may 18, 2022
