THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*
廣 東 中 盈 盛 達 融 資 擔 保 投 資 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1543)
- PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC; AND
- NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this circular.
A letter from the Board is set out on pages 3 to 10 of this circular.
A notice convening the EGM to be held at 3 : 00 p.m., on Friday, 28 August 2020 at Rose Room, 2/F, International Meeting Center, Building G, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC was despatched on 7 August 2020. The proxy form for use at the EGM is also enclosed therein.
Whether or not you are able to attend the EGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's office at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC (in case of any holders of Domestic Shares) or the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of any holders of H Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the relevant form(s) of proxy shall be deemed to be revoked.
- For identification purpose only
7 August 2020
CONTENTS
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . | 11 |
- i -
DEFINITIONS
The following terms have the following meanings in this circular unless the context otherwise requires:
''Articles'' | the articles of association of the Company, as amended from | ||
time to time | |||
''Board'' | the board of Directors of the Company | ||
''Bond Issue'' | the proposed issue of Domestic Corporate Bonds by the | ||
Company | |||
''Company'' | Guangdong Join-Share Financing Guarantee Investment Co., | ||
Ltd.* | (廣東中盈盛達融資擔保投資股份有限公司), | formerly | |
known as Foshan Yingda Guarantee Investment Co., Ltd., a | |||
joint stock limited company incorporated in the PRC on 23 May | |||
2003 and the H Shares of which are listed on the Stock Exchange | |||
(Stock Code: 1543) | |||
''CSRC'' | China Securities Regulatory Commission | ||
''Director(s)'' | the director(s) of the Company | ||
''Domestic Corporate | the domestic corporate bonds with an aggregate principal | ||
Bonds'' or | amount of not more than RMB500 million as proposed under | ||
''Corporate Bonds'' | a public issuance by the Company | ||
''Domestic Share(s)'' | issued ordinary share(s) in the share capital of the Company, | ||
with a nominal value of RMB1.00 each, which are subscribed for | |||
or credited as fully paid in RMB | |||
''EGM'' | an extraordinary general meeting of the Company to be held at | ||
Rose Room, 2/F, International Meeting Center, Building G, | |||
Sino-European Service Center, No. 2 South of Lingnan Road, | |||
Lecong Town, Shunde District, Foshan, Guangdong Province, | |||
the PRC on Friday, 28 August 2020 at 3 : 00 p.m. or any | |||
adjournment thereof for the Shareholders to consider and, if | |||
thought fit, to approve (among other matters) the proposed issue | |||
of the Domestic Corporate Bonds and authorise the Board and | |||
approve the Board to further authorise the chairman of the | |||
Board to handle the matters in relation to the Bond Issue at his | |||
sole discretion | |||
''Fojin HK'' | Fojin Hongkong Limited (佛金香港有限公司), a company | ||
incorporated in Hong Kong with limited liability | on 18 |
September 2017, is a wholly-owned subsidiary of Foshan
Financial and a substantial shareholder of the Company
- 1 -
DEFINITIONS
''Foshan Financial'' | Foshan Financial Investment Holdings Co., Ltd.* (佛山市金融投 |
資控股有限公司), a company incorporated in the PRC with | |
limited liability on 1 March 2010, and is a substantial | |
shareholder and connected person of the Company | |
''Fuside'' | Foshan Fuside Infrastructure Investment Co., Ltd.* (佛山市富思 |
德基礎設施投資有限公司), a company incorporated in the PRC | |
with limited liability on 26 June 2001, is a wholly-owned | |
subsidiary of Foshan Financial and a shareholder of the | |
Company | |
''Group'' | the Company and its subsidiaries |
''H Share(s)'' | overseas listed foreign ordinary share(s) in the share capital of |
the Company, with a nominal value of RMB1.00 each, which are | |
listed on the Main Board of the Stock Exchange | |
''Hong Kong'' | the Hong Kong Special Administrative Region of the PRC |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange, as amended, supplemented or otherwise modified | |
from time to time | |
''PRC'' | the People's Republic of China excluding, for the purpose of this |
circular, Hong Kong, the Macau Special Administrative Region | |
and Taiwan | |
''RMB'' | Renminbi, the lawful currency of the PRC |
''SCGG'' | Shenzhen Credit Guarantee Group Co., Ltd. (深圳擔保集團有限 |
公司), a company incorporated in the PRC with limited liability | |
on 24 December 2007 | |
''Shareholder(s)'' | the holder(s) of share(s) of the Company |
''Shares'' | collectively, the H Shares and the Domestic Shares |
''Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
In this circular, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. English translation of names in Chinese which are marked with ''*'' is for identification purpose only.
- 2 -
LETTER FROM THE BOARD
Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*
廣 東 中 盈 盛 達 融 資 擔 保 投 資 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1543)
Executive Director: | Registered office: |
Mr. Wu Liejin (Chairman and president) | Unit 2202-2212, 22/F |
Chuangye Building | |
Non-executive Directors: | No. 215 Fenjiang Middle Road |
Mr. Zhang Minming | Foshan, Guangdong |
Ms. Gu Lidan | PRC |
Mr. Luo Zhenqing | |
Mr. Huang Guoshen | Principal place of business in Hong Kong: |
Mr. Zhang Deben | 40th Floor, Sunlight Tower |
No. 248 Queen's Road East | |
Independent Non-executive Directors: | Wanchai |
Mr. Wu Xiangneng | Hong Kong |
Mr. Leung Hon Man | |
Mr. Liu Heng | |
7 August 2020 | |
To Shareholders | |
Dear Sir or Madam, |
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS
IN THE PRC
- INTRODUCTION
On 7 August 2020, the Board resolved to submit to the Shareholders for consideration and approval of the proposed issue of Domestic Corporate Bonds with an aggregate principal amount of not more than RMB500 million at the EGM. The purpose of this circular is to provide you with, among other things, information in relation to the proposed issue of Domestic Corporate Bonds in the PRC to enable you to make informed decisions in voting on the relevant resolutions to be proposed at the EGM.
- For identification purposes only
- 3 -
LETTER FROM THE BOARD
- PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC 1. Background
Reference is made to the Company's announcement dated 18 June 2020 in relation to the proposed issue of Domestic Corporate Bonds. On 7 August 2020, the Board resolved to submit to the Shareholders for consideration and approval of the proposed issue of Domestic Corporate Bonds with an aggregate principal amount of not more than RMB500 million at the EGM. The Company intends to utilise the proceeds from the issuance of Domestic Corporate Bonds (after deducting issuance expenses) for (including but not limited to) the settlement of interest-bearing corporate debts and replenishment of working capital of the Company, as well as the capital increase of subsidiaries or investments in other companies, and any purpose that is free from violation of the relevant laws and regulations.
According to the PRC Company Law and the Articles, the Bond Issue is subject to the approval of the Shareholders. The timetable for the Bond Issue depends on the conditions of the PRC bond market and the capital needs of the Company.
2. Proposed issue of Domestic Corporate Bonds
The proposed arrangements for the Bond Issue are as follows (such arrangements are subject to the conditions of the PRC bond market):
(1) | Issuing size | : The issuing size of Domestic Corporate Bonds under |
public issue shall not be more than RMB500 million | ||
(inclusive). It is proposed that the Board and its | ||
authorised person(s) shall be granted the authority at | ||
the EGM to determine the specific issuing size based on | ||
the funding needs of the Company and the market | ||
conditions at the time of issue, subject to the aforesaid | ||
limits. | ||
(2) | Issuing | : Upon registration of the Bonds Issue granted by the |
method | CSRC, the public issue may proceed in one single | |
tranche or multiple tranches in the PRC. It is proposed | ||
that the Board and its authorised person(s) shall be | ||
granted the authority at the EGM to determine the |
specific issuing method based on the funding needs of the Company and the market conditions at the time of issue, subject to the aforesaid limits.
- 4 -
LETTER FROM THE BOARD
(3) | Issuing target | : The issuing target(s) under the Bond Issue are qualified |
and placing | professional investors in compliance with the relevant | |
arrangement | laws and regulations, such as ''Administrative | |
for the | Measures for Corporate Bond Issue and Trading''《公 | |
shareholders | 司債券發行與交易管理辦法》. | |
of the | ||
Company | No preferential placing in relation to the Domestic | |
Corporate Bonds will be available to the Shareholders. | ||
(4) | Bond | : The Domestic Corporate Bonds will have a maturity |
maturity | term not exceeding five (5) years (inclusive of five (5) | |
years) and can be either single-term type or multiple | ||
terms hybrid type. It is proposed that the Board, its | ||
authorised person(s) and the lead underwriter shall be | ||
granted the authority at the EGM to determine the | ||
specific bond maturity structure according to the | ||
relevant regulations, the Company's capital operation | ||
arrangement, and market conditions at the time of | ||
issue. | ||
(5) | Nominal | : The nominal value of the Domestic Corporate Bonds |
value and | shall be RMB100, and is issued at par value. | |
issue price | ||
(6) | Coupon rate | : The coupon rate of the Bond Issue is at fixed interest |
and its | rate, which adopts the simple interest rate for accrual | |
determination | of annual interest, and no compound interest will be | |
mechanism | accrued. It is proposed that the Board and its | |
authorised person(s) shall be granted the authority at | ||
the EGM to determine the specific coupon rate and its | ||
payment methods with the lead underwriter. | ||
(7) | Use of | : After deducting issuance expenses, all the proceeds |
proceeds | from the Bond Issue are intended to be utilised for | |
(including but not limited to) the settlement of | ||
interest-bearing corporate debts and replenishment of | ||
working capital of the Company, as well as the capital | ||
increase of subsidiaries or investments in other | ||
companies, and any purpose that is free from | ||
violation of the relevant laws and regulations. It is | ||
proposed that the Board and its authorised person(s) | ||
shall be granted the authority at the EGM to determine | ||
the specific use of proceeds according to the capital | ||
needs of the Company. | ||
(8) | Listing of | : Upon issuance of the Domestic Corporate Bonds, the |
issued bonds | Company will apply for the listing of the Domestic | |
Corporate Bonds on the Shenzhen Stock Exchange. |
- 5 -
LETTER FROM THE BOARD
(9) Guarantee | : SCGG will provide unconditional and irrevocable joint | |
liability guarantee for the issuance of the Domestic | ||
Corporate Bonds. | ||
Regarding this guarantee arrangement, (i) Foshan | ||
Financial, Fojin HK and Fuside will provide joint | ||
guarantee in favour of SCGG in proportion to each of | ||
their respective shareholdings in the Company (each | ||
holds approximately 15.37%, 10.52% and 2.11% of | ||
shares of the Company, respectively); (ii) Mr. Wu | ||
Liejin, an executive Director and the chairman of the | ||
Board, along with the Group's management personnel | ||
consisting of Mr. Ou Weiming, Ms. Lu Haoming, Mr. | ||
Zheng Zhengqiang, Mr. Peng Rimin, Mr. | Liu | |
Guangbin, Mr. Chai Junyi and Mr. Li Huazhong will | ||
provide joint and several liability guarantee to SCGG; | ||
and (iii) Mr. Wu Liejin (executive director and | ||
chairman of the Company) will pledge his interests in | ||
32,110,351 Domestic Shares of the Company to SCGG. | ||
(10) Terms of | : It is proposed that the Board and its authorised | |
adjustment of | person(s) shall be granted the authority at the EGM | |
coupon rate, | to determine whether to include terms of adjustment of | |
redemption or | coupon rate, redemption or repurchase for the Bond | |
repurchase | Issue and related specific terms in accordance with the | |
relevant regulations and market conditions. | ||
(11) Form of | : The Bond Issue is to be underwritten by the lead | |
underwriting | underwriter by way of standby commitment. | |
for the Bond | ||
Issue | ||
(12) Protective | : It is proposed that the Board and its authorised | |
measures for | person(s) shall be granted the authority at the EGM | |
repayments | to take the following protective measures, at a | |
minimum, in the event the Company expects that it is | ||
unable to repay the principal and interests of the | ||
Domestic Corporate Bonds or is unable to repay the | ||
same as and when they fall due: | ||
1. no dividend will be distributed to | the | |
Shareholders; |
2. suspend the implementation of projects which incur capital expenditures, such as significant external investments, mergers and acquisitions;
- 6 -
LETTER FROM THE BOARD
3. | adjust, reduce or suspend the payment of salaries | |
and bonus to the Directors and senior | ||
management of the Company; and | ||
4. | prohibit any job transfer of the key responsible | |
personnel. | ||
(13) Validity of | : The validity of the special resolutions in relation to the | |
resolutions | Bond Issue passed at the EGM will expire in 36 months | |
after the date of the passing of such resolutions. |
3. Authorising the Board and approving the Board to further authorise the chairman of the Board, to deal with matters relating to the Bond Issue at his sole discretion
To ensure the public issue of the Domestic Corporate Bonds to be proceeded in an efficient and orderly manner, the Board proposes that, subject to the then prevailing market conditions, as well as the contents, framework, and principles of the resolution to be considered at the general meeting for approval, the Board should be granted the authority at the general meeting of the Company to, and further approved to authorize chairman of the Board, Mr. Wu Liejin, to, deal with the issuance of Domestic Corporate Bonds and related matters at its/his discretion for the purpose of safeguarding and maximizing the interests of the shareholders of the Company, in accordance with the Company Laws of the PRC, the Securities Laws of the PRC, the Administrative Measures for Corporate Bond Issue and Trading, and other laws, regulations, and normative documents, and the Articles, which shall contain, including but not limited to:
- In connection with the Bond Issue, formalities in respect to review and approval, registration, filing, verification, and consent by the regulatory bodies and authorities will be completed;
- The specific proposal for issuance of the Domestic Corporate Bonds will be determined, and its issuing terms, including but not limited to the specific issuing size, term of bond maturity, type of bonds, coupon rate, and their determination mechanism, timing of issuance (including issuance in tranche and the number of tranches), specific use of proceeds, guarantee proposal, establishment of the repurchase and redemption terms and their specific conditions, rating arrangement, specific subscription methods, specific placing arrangement, repayment term and methods of the principal and interest thereupon, listing of the Bonds, and other matters relating to the issuance, will be revised and adjusted;
- The appointment of an intermediary institution involved in issuance of Domestic Corporate Bonds will be determined, and the bond trustee manager in respect of issuance of Domestic Corporate Bonds will be identified;
- 7 -
LETTER FROM THE BOARD
- Declaration of issuance of Domestic Corporate Bonds will be dealt with, in which case, upon completion of the Bond Issue, listing matters in respect of Domestic Corporate Bonds will be dealt with, including but not limited to authorization, signing, execution, and amendment of all necessary documents, contracts, agreements, instruments (including but not limited to offering prospectuses, sponsorship agreements, underwriting agreements, bond trusteeship management agreements, listing agreements, meeting procedures for bond holders, and other various announcements and legal documents) in connection with completion of the issuance and listing of Domestic Corporate Bonds, as well as disclosure of information in accordance with laws and regulations and other normative documents;
- Where the regulatory bodies change their policies in respect to issuance of Domestic Corporate Bonds or changes take place to market conditions, save for those matters required for voting at the general meeting in accordance with the relevant laws, regulations, and articles of associations of the Company, the corresponding adjustments shall be made to the specific proposal and other related matters in respect to issuance of Domestic Corporate Bonds based on the opinions of the regulatory bodies, or a decision as to whether to proceed with the issuance shall be made based on the actual conditions;
- Other specific matters in connection with issuance of Domestic Corporate Bonds and its listing will be dealt with; and
- The term of the authorisation shall commence from the date of passing of the resolution at the general meeting till the completion of all the authorised matters mentioned above.
4. Information regarding the guarantee arrangement in relation to the Bond Issue The Bond Issue will be guaranteed by SCGG, a financial guarantor with AAA
credit rating in the PRC, by way of unconditional and irrevocable joint liability guarantee. In return, (i) Foshan Financial, Fojin HK and Fuside will provide joint guarantee in favour of SCGG in proportion to each of their respective shareholdings in the Company (each holds approximately 15.37%, 10.52% and 2.11% of shares of the Company, respectively); (ii) each of Mr. Wu Liejin (executive Director and chairman of the Board) and the Group's management personnel consisting of Mr. Ou Weiming, Ms. Lu Haoming, Mr. Zheng Zhengqiang, Mr. Peng Rimin, Mr. Liu Guangbin, Mr. Chai Junyi and Mr. Li Huazhong will provide joint and several liability guarantee to SCGG; and (iii) Mr. Wu Liejin (executive Director and chairman of the Board) will pledge his interests in 32,110,351 Domestic Shares to SCGG.
Each of (i) the joint guarantee to be provided by Foshan Financial, Fojin HK and Fuside (each being the shareholder and connected person of the Company) to SCGG on a pro rata basis; (ii) the joint liability guarantee to be provided by Mr. Wu Liejin (executive Director, chairman of the Board and director of the subsidiary of the Company), Mr. Ou Weiming (director of the subsidiaries of the Company), Ms. Lu
- 8 -
LETTER FROM THE BOARD
Haoming (director and supervisor of two subsidiaries of the Company), Mr. Zheng Zhengqiang (director of the subsidiary of the Company), Mr. Peng Rimin (director of the subsidiary of the Company), Mr. Liu Guangbin (supervisor of the subsidiaries of the Company), Mr. Chai Junyi (director of the subsidiary of the Company) to SCGG; and (iii) his interests in 32,100,351 Domestic Shares as pledged by Mr. Wu Liejin (executive Director and chairman of the Board) to SCGG (collectively, the ''Connected Persons Guarantee'') is provided in favour of the Company in relation to the Bond Issue. Thus, the Connected Persons Guarantee will constitute financial assistance to be received by the Group from connected persons. Since the Connected Persons Guarantee are conducted on normal commercial terms (or better to the Group) where no security over the Group's assets is granted in respect of the financial assistance, the Connected Persons Guarantee are exempted from the independent shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.
5. Reasons for the proposed Bond Issue and benefits to the Shareholders
The Board considers that the proposed Bond Issue will optimise the Group's existing financial structure and effectively lower the internal financing costs of the Group. The proposed Bond Issue will enhance the brand awareness of the Company and will not have a dilutive impact on the shareholding of the existing Shareholders. Therefore, the Board considers that the proposed Bond Issue is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
III. EGM
The Company proposes to convene the EGM on Friday, 28 August 2020 at Rose Room, 2/F, International Meeting Center, Building G, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC to approve the proposed issue of the Domestic Corporate Bonds by special resolutions.
A notice convening the EGM is set out on pages 3 to 10 of this circular. The form of proxy for the EGM is enclosed herewith.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. The proxy form should be returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.
Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.
According to Rule 13.39(4) of the Listing Rules, the votes to be taken at the EGM in relation to the proposed resolutions will be taken by way of poll.
- 9 -
LETTER FROM THE BOARD
Save for Foshan Financial, Fojin HK and Fuside, Mr. Wu Liejin, Mr. Ou Weiming, Ms. Lu Haoming, Mr. Zheng Zhengqiang, Mr. Peng Rimin, Mr. Liu Guangbin, Mr. Chai Junyi and Mr. Li Huazhong and other counter guarantors, as well as Foshan Venture Growth Investment Centre L.P.* (佛山創業成長投資中心(有限合夥)), in which Zheng Zhengqiang serves as a managing partner, shall abstain from voting for resolution 2(9), no other Shareholder is interested in the proposed issue of the Domestic Corporate Bonds. Accordingly, save for the aforementioned, no other Shareholder is required to abstain from voting for the resolutions proposed at the EGM.
In order to determine the shareholders' eligibility to attend the EGM, the register of members of the Company will be closed from Tuesday, 25 August 2020 to Friday, 28 August 2020, both days inclusive, during which no transfer of Shares will be registered. Only shareholders of the Company whose names appear on the register of members of the Company on Friday, 28 August 2020 or their proxies or duly authorised corporate representatives are entitled to attend the EGM. In order to qualify for attending and voting at the EGM, all properly completed transfer documents accompanied with relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company's office in the PRC at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC (for holders of Domestic Shares) not later than 4 : 30 p.m. on Monday, 24 August 2020.
IV. RECOMMENDATIONS
The Board believes that the proposed issue of Domestic Corporate Bonds in the PRC is fair and reasonable, and is in the interests of the Company and the Shareholders as a whole. The Board recommends that all Shareholders vote in favour of the relevant resolutions as set out in the notice of EGM.
Yours faithfully
By order of the Board
Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*
Wu Liejin
Chairman
- 10 -
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*
廣 東 中 盈 盛 達 融 資 擔 保 投 資 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1543)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''EGM'') of Guangdong Join-Share Financing Guarantee Investment Co., Ltd.* (the ''Company'') will be held at Rose Room, 2/F, International Meeting Center, Building G, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC on Friday, 28 August 2020 at 3 : 00 p.m., for the purpose of considering and, if thought fit, passing the following resolutions.
SPECIAL RESOLUTIONS
- ''THAT the resolution on the satisfaction by the Company of the conditions for issuing Corporate Bonds is hereby approved. In accordance with related provisions of the Company Laws of the PRC, the Securities Laws of the PRC, the Administrative Measures for Corporate Bond Issue and Trading, and other laws, regulations, and normative documents, the Board, upon conducting careful analysis and study on the qualifications of the Company for issuance of Corporate Bonds, considered that the Company satisfied all the requirements and conditions for issuance of Corporate Bonds.''
- ''THAT each of the following proposed arrangements of issuance proposal of the Domestic Corporate Bonds to be issued in the PRC be and is hereby separately approved (on an item by item basis), subject to the approval from the CSRC and the conditions of the bonds market in the PRC:
- Issuing size;
- Issuing method;
- Issuing target and placing arrangement for the shareholders of the Company;
- Bond maturity;
- Nominal value and issue price;
- Coupon rate and its determination mechanism;
- Use of proceeds;
- 11 -
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
- Listing of issued bonds;
- Guarantee;
- Terms of adjustment of coupon rate, redemption or repurchase;
- Form of underwriting for the Bond Issue;
- Protective measures for repayments; and
- Validity of resolutions.''
3. ''THAT the Board is hereby authorised and approved to further authorise Mr. Wu Liejin, the chairman of the Board, by the Shareholders at the EGM generally and unconditionally to handle all matters relating to the Bond Issue at his sole discretion, which includes but not limited to the following:
- In connection with the Bond Issue, formalities in respect to review and approval, registration, filing, verification, and consent by the regulatory bodies and authorities will be completed;
- The specific proposal for issuance of the Domestic Corporate Bonds will be determined, and its issuing terms, including but not limited to the specific issuing size, term of bond maturity, type of bonds, coupon rate, and their determination mechanism, timing of issuance (including issuance in tranche and the number of tranches), specific use of proceeds, guarantee proposal, establishment of the repurchase and redemption terms and their specific conditions, rating arrangement, specific subscription methods, specific placing arrangement, repayment term and methods of the principal and interest thereupon, listing of the Bonds, and other matters relating to the issuance, will be revised and adjusted;
- The appointment of an intermediary institution involved in issuance of the Domestic Corporate Bonds will be determined, and the bond trustee manager in respect of issuance of the Domestic Corporate Bonds will be identified;
- Declaration of issuance of the Domestic Corporate Bonds will be dealt with, in which case, upon completion of the Bond Issue, listing matters in respect of the Domestic Corporate Bonds will be dealt with, including but not limited to authorization, signing, execution, and amendment of all necessary documents, contracts, agreements, instruments (including but not limited to offering prospectuses, sponsorship agreements, underwriting agreements, bond trusteeship management agreements, listing agreements, meeting procedures for bond holders, and other various announcements and legal documents) in connection with completion of the issuance and listing of Domestic Corporate Bonds, as well as disclosure of information in accordance with laws and regulations and other normative documents;
- 12 -
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
- Where the regulatory bodies change their policies in respect to issuance of the Domestic Corporate Bonds or changes take place to market conditions, save for those matters required for voting at the general meeting in accordance with the relevant laws, regulations, and articles of associations of the Company, the corresponding adjustments shall be made to the specific proposal and other related matters in respect to issuance of Domestic Corporate Bonds based on the opinions of the regulatory bodies, or a decision as to whether to proceed with the issuance shall be made based on the actual conditions;
- Other specific matters in connection with issuance of the Domestic Corporate Bonds and its listing will be dealt with; and
- The term of the authorisation shall commence from the date of passing of the resolution at the general meeting till the completion of all the authorised matters mentioned above.''
By order of the Board
Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*
Wu Liejin
Chairman
Foshan, the PRC, 7 August 2020
Notes:
- In order to determine the shareholders' eligibility to attend the EGM, the register of members of the Company will be closed from Tuesday, 25 August 2020 to Friday, 28 August 2020, both days inclusive, during which no transfer of shares will be registered. Only shareholders of the Company whose names appear on the register of members of the Company on Friday, 28 August 2020 or their proxies or duly authorised corporate representatives are entitled to attend the EGM. In order to qualify for attending and voting at the EGM, all properly completed transfer documents accompanied with relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), or the Company's office in the PRC at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC (for holders of domestic shares) not later than 4 : 30 p.m. on Monday, 24 August 2020.
- A Shareholder entitled to attend and vote at the EGM may appoint one or more person (whether he/she is a Shareholder or not) to attend and vote at the same on his or her behalf.
- The instrument appointing a proxy must be in writing and signed by a Shareholder or his duly authorised attorney. If the Shareholder is a corporation, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorised attorney(s).
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NOTICE OF THE EXTRAORDINARY GENERAL MEETING
- Shareholders who intend to attend the EGM by proxy should complete the proxy form. For holders of H shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and for holders of domestic shares, the proxy form should be returned to the Company's office in the PRC at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC, in person or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the EGM or any adjournment thereof and voting in person.
- Shareholders or their proxies shall provide their identity documents when attending the EGM.
- The EGM is expected to last for less than half a day. Shareholders (in person or by proxy) attending this EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending this EGM shall present their identity certifications.
- In case of joint holders of a share, any one of such holders is entitled to vote at the meeting either in person or by proxy for such share, as if he/she is the only one entitled to do so among the joint holders. However, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the meeting personally or by proxy.
- The resolutions as set out above are required to be determined by way of poll under the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited.
- The contact information of the Company is as follows:
Contact person: | Mr. Zheng Zhengqiang/Ms. Song Mian |
Contact Tel: | (86) 186 8880 7052/(86) 139 2543 3921 |
As of the date of this notice, the executive director of the Company is Mr. Wu Liejin (Chairman); the non-executive directors of the Company are Mr. Zhang Minming, Ms. Gu Lidan, Mr. Luo Zhenqing, Mr. Huang Guoshen and Mr. Zhang Deben; and the independent non-executive directors of the Company are Mr. Wu Xiangneng, Mr. Leung Hon Man and Mr. Liu Heng.
- For identification purposes only
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Guangdong Join-Share Financing Guarantee Investment Co. Ltd. published this content on 09 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2020 10:43:11 UTC