Fuguiniao : PROPOSED ISSUE OF DEBT INSTRUMENTS IN THE PRC

Microsoft Word - E_Fuguiniao - Announcement - Proposed Issue of Debt Instruments _Jan 2016_

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This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

FUGUINIAO CO., LTD.

富貴鳥股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1819)

PROPOSED ISSUE OF DEBT INSTRUMENTS IN THE PRC

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules and Inside Information Provision under Part XIVA of the SFO.

The Board proposes to issue the Debt Instruments in the PRC in one tranche or multiple tranches with a principal amount of not more than RMB1.5 billion for each tranche and the Company proposes to convene the EGM to approve the proposed issue of Debt Instruments.

A circular containing details of the proposed issue of Debt Instruments and the notice to the Shareholders convening the EGM will be despatched to the Shareholders on or before 22 January 2016.

The proposed issue of Debt Instruments is subject to, among others, the approval of the Shareholders at the EGM, the approval by the relevant authorities and market conditions and may or may not materialize, the Shareholders and the public are advised to exercise caution when dealing in the Shares.

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules and Inside Information Provision under Part XIVA of the SFO.

PROPOSED ISSUE OF THE DEBT INSTRUMENTS

1. Background

The Board proposes to issue the Debt Instruments in the PRC in one tranche or multiple tranches with a principal amount of not more than RMB1.5 billion for each

tranche, in addition to domestic corporate bonds with an aggregate principal amount of not exceeding RMB800 million issued by the Company in 2015 and as disclosed in the Company's announcements dated 16 July 2014, 1 September 2014, 11 December 2014 and 12 January 2015 and the Company's interim report for the six months ended 30 June 2015. The Company intends to apply the proceeds from the issue of the Debt Instruments to satisfy the production and operational needs of the Company, adjust debt structure, and supplement its general working capital and/or project investment.

According to Article 64 and Article 86 of the Articles of Association, the proposed issue of the Debt Instruments requires approval of the Shareholders by way of special resolution. The Board proposes to convene the EGM to seek Shareholders' approval for a general and unconditional mandate for the Board and/or its delegate(s) to determine and handle, based on the principle of maximization of the interests of the Company and the Shareholders, all the relevant matters with respect to the issuance of the Debt Instruments in accordance with the relevant laws and regulations and opinions and suggestions of regulatory authorities.

1. Details of the Debt Instruments

   
   

   Details of the Debt Instruments proposed to be issued are as follows:

   
   

   (i)	Issuing Entity :	the Company and/or its wholly or non- wholly owned subsidiaries, and the actual issuing entity shall be determined by the Board according to the Company's needs
   (ii)	Type of Debt Instruments :	debt instruments, including but not
   limited to corporate bonds (non-public
   offering), super short-term commercial
   paper, short-term commercial paper, mid-
   term notes, offshore RMB bonds or US dollar bonds, but excluding instruments
   or bonds which are convertible into
   Shares
   (iii)	Place of Issue :	the PRC
   (iv)	Size of Issue :	not exceeding RMB1.5 billion for each
   issue, and the actual issue size of the
   Debt Instruments shall be determined by
   the Board based on the Company's
   funding requirements and market
   conditions and as permissible by the
   applicable laws and regulations
   (v)	Method of Issuance :	through public offerings or private
   placements within the PRC
   (vi)	Maturity :	not more than 5 years from the date of

   issuance with a single maturity or hybrid type with different maturities, and the

   actual term and the size of each type of the Debt Instruments shall be determined by the Board based on the relevant legal requirements and market conditions

   
   

   (vii) Use of proceeds : for any purposes permissible by the

   applicable laws and regulations, including but not limited to satisfying the production and operational needs of the Company, adjusting debt structure and

   
   

   supplement general working capital and/or project investment. Details of the use of proceeds shall be determined by the Board based on funding requirements in accordance with the applicable laws and regulations
   (viii)	Listing :	application for listing of the Debt Instrumentson a domestic stock exchange will be made as and when applicable
   no application will be made to list the Debt Instruments on the Stock Exchange
   (ix)	Validity period for the issue :	the validity period for the proposed issue of the Debt Instruments will be 12 months from the date of approval of the relevantresolution by the Shareholders at the EGM

   
   

2. Granting of authority to the Board to deal with matters relating to the issue of the Debt Instruments

   
   

   To ensure the proper issue of the Debt Instruments, it is proposed that a special resolution be passed by the Shareholders at the EGM in accordance with relevant applicable laws and regulations, the Articles of Association and the market conditions, to grant the Board and/or its delegate(s) a general and unconditional mandate to determine and handle all matters relating to the proposed issue of the Debt Instruments, including but not limited to the following:

   
   

3. formulate, implement and adjust specific plans for the proposed issue of the Debt Instruments according to the PRC laws and regulations and the Shareholders' resolutions, as well as conditions of the market and the Company, including but not limited to the amounts of issue, maturity, interest rate and method of determination, the timing of issue, issue price, place of issue, issue size, conditions for call and put provisions and other innovative terms, rating arrangements, specific subscription methods, repayment terms and methods, listing of Debt Instruments and all other matters relating to the issue of the Debt Instruments;

4. decide and appoint intermediaries for the proposed issue of the Debt Instruments;

   
   

5. appoint the trustee for the proposed issue of the Debt Instruments and execute the relevant trustee agreement;

   
   

6. formulate the rules for the meetings of the holders of Debt Instruments (where applicable);

   
   

7. deal with the application, issue, listing and repayment in relation to the proposed issue of Debt Instruments, including but not limited to the authorization, execution, implementation and amendment of all the necessary documents, contracts and agreements relating to the issue and listing of the Debt Instruments (including but not limited to the prospectus, sponsor's agreement, underwriting agreement, trustee agreement, listing agreement and all other announcements and legal documents) and make appropriate disclosure in accordance with relevant laws and regulations and normative documents;

   
   

8. make appropriate adjustments to the specific plans of the proposed issue of Debt Instruments in the event of any possible changes with regard to regulatory regime or market conditions (except for those matters which, in accordance with relevant laws and regulations and the Articles of Association, are subject to approval at the Shareholders' meeting);

   
   

9. decide whether or not to proceed with the proposed issue of the Debt Instruments in the event of material changes of market conditions or regulatory policies; and

   
   

10. deal with any other matters relating to the proposed issue of Debt Instruments.




The authority granted to the Board to deal with the above matters will take effect from the date of the passing of such resolution at the EGM until all the authorized matters in relation to the proposed issue of the Debt Instruments have been completed.




EGM




An EGM will be convened to approve the proposed issue of the Debt Instruments byway of special resolution.




A circular containing details of the proposed issue of the Debt Instruments and the notice to Shareholders convening the EGM will be despatched to the Shareholders on or before 22 January 2016.




The proposed issue of Debt Instruments is subject to, among others, the approval of the Shareholders at the EGM, the approval by the relevant authorities and market conditions and may or may not materialize, the Shareholders and the public are advised to exercise caution when dealing in the Shares.