INSIDE INFORMATION PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. 上海復星醫藥 ( 集團 ) 股份有限公司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd. * (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 02196) INSIDE INFORMATION PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC This announcement is made by Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the Company ) pursuant to Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The board (the Board ) ofdirectors(the Directors ) of the Company is pleased to announce that, on 29 March 2019, the Board considered and approved, among other things, the proposed issuance of corporate bonds (the Corporate Bonds ) to the qualified investors as stipulated in the Administrative Measures for the Issuance and Trading of Corporate Bonds ( 公司債券發行與交易管理辦法 ) (the Administrative Measures ) by the Company (the Proposed Issuance ) in the People s Republic of China (the PRC ), subject to the shareholders approval at the general meeting of the Company. The Board considered that the Company has complied with the prevailing policies and regulations in relation to issuance of corporate bonds in the PRC and has fulfilled the conditions in respect of public issuance of corporate bonds pursuant to the relevant requirements under the relevant laws, regulations and policies including the Company Law of the PRC, the Securities Law of the PRC and the Administrative Measures and in accordance with the conditions of the Company. 1

2 (A) PROPOSED ISSUANCE OF THE CORPORATE BONDS In order to further optimize the debt structure, broaden financing channels and satisfy funding needs of the Company, the Board resolved to submit the Proposed Issuance of Corporate Bonds by the Company to the general meeting of the Company for approval, the proposal of which is set out as follows: 1. Size and method of the issuance It is proposed that the size of the Proposed Issuance will not be more than RMB10.0 billion (inclusive) and shall comply with the relevant regulations on issue of corporate bonds. The Proposed Issuance will take the form of public issuance to the qualified investors at one time or in tranches upon approval by the China Securities Regulatory Commission. The specific size and method of the issuance shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, within the aforesaid range at its absolute discretion in accordance with the requirements under the relevant laws and regulations, advices and recommendations of the regulatory authorities, the funding requirements of the Company and the prevailing market conditions at the time of the Proposed Issuance with a view to safeguard the best interests of the Company. 2. Coupon rate and its determination mechanism The coupon rate of the Corporate Bonds to be issued under the Proposed Issuance and its calculation and the coupon payment method shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, and the lead underwriter in accordance with the relevant requirements and the market conditions. 3. Maturity period, method of principal repayment and interest payment, and other specific arrangements The maturity period of the Corporate Bonds to be issued under the Proposed Issuance shall not exceed 7 years (inclusive). The Corporate Bonds may have a single maturity period, or may be hybrid bonds of various maturity periods. The specific maturity periods and the size of each type of bonds of different maturity periods shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the relevant requirements and the prevailing market conditions at the time of the Proposed Issuance. 4. Use of proceeds The proceeds raised from the Proposed Issuance (excluding the expenses relating to the issuance) are intended to be used for replenishment of the working capital of the Company and repayment of the principal of and interest on interest-bearing debts. The specific purposes shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, taking into consideration the financial position and the funding requirements of the Company. 2

3 5. Investors and the placing arrangement for shareholders of the Company The target of the Proposed Issuance will be the qualified investors pursuant to the requirements under the Administrative Measures. The specific persons to whom the Company will issue the Corporate Bonds shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with, the requirements of the relevant laws and regulations, the market conditions and other matters relating to the Proposed Issuance. The Company will not place any of the Corporate Bonds to any of its shareholders under the Proposed Issuance. 6. Guarantee arrangement The Proposed Issuance does not have any guarantee arrangement. 7. Provisions on redemption and repurchase Provisions on redemption or repurchase of the Corporate Bonds to be issued under the Proposed Issuance shall be determined by the Board (or its delegate), which is to be authorized by the general meeting, in accordance with the requirements of the relevant laws, the conditions of the Company and the circumstances in the relevant bond market. 8. Credit standing of the Company and safeguards for debt repayment The Board resolved to put forward a resolution to the general meeting of the Company to authorize the Board (or its delegate) to adopt the following protective measures in the event that the Company anticipates that it will be, or becomes, unable to repay the principal and interests of the Corporate Bonds as and when they fall due in accordance with the relevant laws and regulations and the articles of association of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (the Articles of Association ): (a) (b) (c) (d) no distribution of any dividend to the shareholders of the Company; suspension of major projects requiring capital expenditures of the Company, such as significant external investments and mergers and acquisitions; reduction or suspension of the salary and bonus payment to the Directors and senior management of the Company; and no re-designation of the key personnel in charge of the Proposed Issuance. 9. Underwriting The unsubscribed portion of the Proposed Issuance shall be underwritten by the underwriter syndicate formed by the lead underwriter. 3

4 10. Listing of the Corporate Bonds The Board (or its delegate), which is to be authorized by the general meeting, shall decide on matters in relation to the listing of the Corporate Bonds upon issuance taking into consideration the circumstances of the Company, the method of issue and the market conditions. 11. Validity of the resolution The resolution relating to the Proposed Issuance shall be valid for 24 months from the date of passing the relevant resolution by the general meeting. In the event that the Board (or its delegate) has determined to carry out the Proposed Issuance within the validity period and the Company has also obtained the approval, permit, filing or registration of the issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period so far as such approval, permit, filing or registration remains valid. The Proposed Issuance is subject to the consideration and approval item by item at the general meeting of the Company. (B) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE AND REGISTER THE CORPORATE BONDS IN THE PRC In order to effectively coordinate the specific matters during the course of the Proposed Issuance, the Board resolved that a resolution will be proposed at the general meeting of the Company to authorize the Board (or its delegate) to deal with at sole discretion (the General Mandate ) in accordance with the provisions of the relevant laws and regulations, advices and recommendations of the regulatory authorities and the framework and principles approved by the general meeting, with a view to safeguard the best interests of the Company, including but not limited to: (a) (b) to authorize the Board (or its delegate) to formulate and adjust the specific terms in relation to the Proposed Issuance, including but not limited to all matters relating to the specific size of issuance, maturity period, coupon rate, issuance arrangements, rating arrangements, specific subscription methods, specific placement arrangements, provisions on redemption or repurchase, use of proceeds, and listing of Corporate Bonds, in accordance with the laws and regulations in the PRC, the relevant requirements of PRC securities regulatory authorities and the resolutions of general meetings of the Company, and based on the specific conditions of the Company and bond market; to authorize the Board (or its delegate) to determine and engage intermediaries to deal with the filing and issuance matters in relation to the Proposed Issuance and proceed with the listing matters and payments of principal and interests with respect to the Corporate Bonds upon completion of the Proposed Issuance, including but not limited to the authorization, execution, implementation, amendment and completion of all necessary documents, contracts, 4

5 agreements and undertakings in connection with the Proposed Issuance and listing of Corporate Bonds (including but not limited to the underwriting agreement, bond trustee agreement and other legal documents), and information disclosure in accordance with the relevant laws and regulations and the listing rules of the exchanges where the Company s securities are listed (including but not limited to all announcements and circulars in relation to the issue of Corporate Bonds); (c) (d) (e) (f) (g) (h) to authorize the Board (or its delegate) to select trustee(s) for the Proposed Issuance, sign the bonds trust agreement(s) and formulate rules for meetings of the bondholders; to undertake all filings and listing matters (if applicable) in relation to the Proposed Issuance by the Company, including but not limited to, preparation, revision and submission of the issue and listing of the Corporate Bonds and signing of the relevant applications and filings documents and other legal documents; to authorize the Board (or its delegate) to make relevant adjustments to matters relating to the Proposed Issuance based on the advice of the regulatory authorities or the changes in policies or market conditions, or to determine whether to continue with all or part of the work in respect of the Proposed Issuance in accordance with the prevailing circumstances (except where the matter concerned would require re-voting at the general meeting pursuant to the relevant laws and regulations and articles of association of the Company); to authorize the Board (or its delegate) to deal with other matters in connection with the Proposed Issuance; subject to approval of the above authorization at the general meeting, to authorize the chairman or president of the Company to determine specific matters in connection with the Proposed Issuance and handle all specific matters in connection with the Proposed Issuance at their full discretion; and such General Mandate shall remain effective for 24 months commencing from the date on which the resolution is approved at the general meeting of the Company. If the Board (or its delegate) has determined to carry out the Proposed Issuance within the validity period and the Company has also obtained the approval, permit, filing or registration of the issuance (if applicable) from regulatory authorities during the validity period of such authorization, the Company may complete such issuance or part of the issuance during the validity period so far as such approval, permit, filing or registration remains valid. For matters in relation to completion of the issuance or part of the issuance, the General Mandate mentioned above shall remain valid until the date of completion of such issuance or part of the issuance. 5

6 The delegate of the Board as mentioned above shall be the chairman or president of the Company. Such delegate shall be able to exercise the above General Mandate from the date on which the relevant resolution is approved at the general meeting of the Company. Shanghai, PRC 29 March 2019 By order of the Board Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* Chen Qiyu Chairman As at the date of this announcement, the executive directors of the Company are Mr. Chen Qiyu, Mr. Yao Fang and Mr. Wu Yifang; the non-executive directors of the Company are Mr. Wang Qunbin, Mr. Wang Can, Ms. Mu Haining and Mr. Zhang Xueqing; and the independent non-executive directors of the Company are Mr. Cao Huimin, Mr. Jiang Xian, Dr. Wong Tin Yau Kelvin and Mr. Wai Shiu Kwan Danny. * for identification purposes only 6