Raytron Technology Co.Ltd(688002)
Rules of meeting of bondholders of convertible companies
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders’ meeting of Raytron Technology Co.Ltd(688002) (hereinafter referred to as “the company”), define the powers and obligations of the bondholders’ meeting, and protect the legitimate rights and interests of bondholders, According to 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 securities issuance of listed companies, the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation), the rules for the review of securities issuance and listing of listed companies on the science and Innovation Board of Shanghai Stock Exchange and other normative documents, and in combination with the actual situation of the company, These rules are hereby formulated.
Article 2 the convertible corporate bonds under these rules are the convertible corporate bonds (hereinafter referred to as the “convertible bonds”) issued by the company in accordance with the prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”). The bond holders are through subscription, trading Investors who acquire the convertible bonds by means of assignment or other legal means.
Article 3 the bondholders’ meeting shall be composed of all bondholders in accordance with these rules. The bondholders’ meeting shall be convened and held in accordance with the procedures specified in these rules, and shall review and vote on matters within the scope of authority specified in these rules according to law.
Article 4 the resolutions deliberated and adopted by the bondholders’ meeting in accordance with these Rules shall have the same binding force on all bondholders (including all bondholders who attend the meeting, fail to attend the meeting, oppose the resolution or give up their voting rights, and the holders who accept the convertible bonds after the relevant resolution is passed, the same below).
Article 5 investors who subscribe, hold or accept the convertible bonds shall be deemed to agree to all the provisions of these rules and be bound by these rules.
Chapter II Rights and obligations of bondholders
Article 6 the rights of the holders of this convertible bond:
(I) enjoy the agreed interest according to the amount of convertible corporate bonds it holds;
(II) convert the convertible corporate bonds held into shares of the company according to the agreed conditions;
(III) exercise the resale right according to the agreed conditions;
(IV) transfer, gift or pledge its convertible corporate bonds in accordance with laws, administrative regulations and the articles of Association;
(V) obtain relevant information in accordance with laws and the articles of Association;
(VI) require the company to repay the principal and interest of convertible corporate bonds according to the agreed time limit and method;
(VII) participate in or entrust agents to participate in bondholders’ meetings and exercise voting rights in accordance with laws, administrative regulations and other relevant provisions;
(VIII) other rights conferred by laws, administrative regulations and the articles of association as creditors of the company. Article 7 the obligations of the holders of convertible bonds:
(I) comply with the relevant provisions of the terms of the company’s issuance of convertible corporate bonds;
(II) pay the subscription capital according to the amount of convertible corporate bonds it subscribes for;
(III) abide by the effective resolutions formed at the bondholders’ meeting;
(IV) the company shall not be required to prepay the principal and interest of convertible corporate bonds except as stipulated in laws, regulations and the prospectus of convertible corporate bonds;
(V) other obligations that should be undertaken by the bondholders of convertible companies as stipulated by laws, administrative regulations and the articles of association.
Chapter III Scope of authority of bondholders’ meeting
Article 8 the scope of authority of the bondholders’ meeting is as follows:
(I) when the company proposes to change the scheme agreed in the prospectus, it shall make a resolution on whether to agree to the proposal of the company, but the bondholder meeting shall not make a resolution to agree that the company will not pay the principal and interest of the bonds, change the interest rate and term of the bonds, cancel the redemption or resale terms in the prospectus, etc;
(II) when the company fails to pay the principal and interest of the convertible bonds on schedule, make a resolution on whether to agree to the relevant solutions, whether to force the company and the guarantor (if any) to repay the principal and interest of the bonds through litigation and other procedures, and whether to participate in the legal proceedings of the company’s reorganization, reconciliation, reorganization or bankruptcy;
(III) when the company reduces its capital (except for the capital reduction caused by share repurchase due to equity incentive), merges, splits, dissolves or applies for bankruptcy, make a resolution on whether to accept the suggestions put forward by the company and the scheme for exercising the rights enjoyed by bondholders according to law;
(IV) when there are significant adverse changes in the guarantor (if any) or collateral (if any), make a resolution on the scheme for exercising the rights enjoyed by the bondholder according to law;
(V) when matters that have a significant and substantial impact on the rights and interests of bondholders occur, make a resolution on the scheme for exercising the rights enjoyed by bondholders according to law;
(VI) other circumstances under which a resolution shall be made by the bondholders’ meeting in accordance with laws, administrative regulations and normative documents.
Chapter IV convening of bondholders’ meeting
Article 9 the bondholders’ meeting shall be convened by the board of directors of the company. The board of directors of the company shall convene the bondholders’ meeting within 30 days from the date of proposing or receiving the proposal to convene the bondholders’ meeting. The notice of the meeting shall be sent to all bondholders and relevant participants 15 days before the meeting.
Article 10 during the duration of this convertible bond and the redemption period, a bondholder meeting shall be convened in case of any of the following circumstances:
(I) the company intends to change the provisions of the prospectus for convertible corporate bonds;
(II) the company fails to pay the principal and interest of the current convertible corporate bonds on schedule;
(III) capital reduction of the company (except for capital reduction caused by share repurchase due to equity incentive), merger, division, dissolution or bankruptcy application;
(IV) significant change of Guarantor (if any) or collateral (if any);
(V) other events that have a significant and substantial impact on the rights and interests of bondholders;
(VI) other matters that should be considered and decided by the bondholders’ meeting in accordance with laws, administrative regulations, the CSRC, the Shanghai Stock Exchange and the rules for the bondholders’ meeting of Raytron Technology Co.Ltd(688002) convertible companies.
Article 11 the following institutions or persons may propose in writing to convene a bondholder meeting:
(I) proposal of the board of directors of the company;
(II) written proposal of bondholders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of the current convertible corporate bonds;
(III) other institutions or persons specified by laws, regulations and the CSRC.
Article 12 within 15 days from the date of occurrence of the events specified in Article 10 of these rules, if the board of directors of the company fails to perform its duties in accordance with these rules, the bondholders who individually or jointly hold more than 10% of the total face value of outstanding bonds have the right to send the notice of convening the bondholders’ meeting in the form of announcement.
Article 13 after the issuance of the notice of the bondholders’ meeting, unless due to force majeure, the time of the bondholders’ meeting shall not be changed or the meeting shall not be cancelled, and the proposals listed in the notice of the meeting shall not be changed; If it is really necessary to change the holding time of the bondholders’ meeting, cancel the meeting or change the proposal listed in the notice of the meeting due to force majeure, the convener shall notify all bondholders in the form of announcement at least 5 trading days before the originally scheduled date of the bondholders’ meeting and explain the reasons, but shall not change the creditor’s rights registration date of bondholders.
After the issuance of the notice of the bondholders’ meeting, if the matters to be resolved for convening the bondholders’ meeting are eliminated, the convener may cancel the bondholders’ meeting by public announcement and explain the reasons.
Article 14 the convener of the bondholders’ meeting shall announce the notice of the bondholders’ meeting on the media designated by the CSRC. The notice of bondholders’ meeting shall include the following contents:
(I) time, place, convener and voting method of the meeting;
(II) matters submitted to the meeting for deliberation;
(III) a clear statement: all bondholders have the right to attend the bondholders’ meeting and may entrust an agent to attend the meeting and exercise their voting rights;
(IV) determine the registration date of creditor’s rights of bondholders who are entitled to attend the bondholders’ meeting;
(V) the documents that must be prepared and the procedures that must be performed by those attending the meeting, including but not limited to the power of attorney of the agent representing the bondholders to attend the meeting;
(VI) the name of the convener, the name and telephone number of the permanent contact of the meeting;
(VII) other matters to be notified by the convener.
Article 15 the creditor’s rights registration date of the bondholders’ meeting shall not be earlier than 10 days before the date of the bondholders’ meeting, and shall not be later than 3 days before the date of the bondholders’ meeting. At the close of the market on the creditor’s rights registration date, the convertible bond holders of the outstanding bonds registered in the custody register of China Securities Depository and Clearing Co., Ltd. or other institutions required by applicable laws are the bondholders who have the right to attend the bondholders’ meeting and exercise their voting rights.
Article 16 in principle, the place where the bondholders’ on-site meeting is held shall be the domicile of the company. The meeting place shall be provided by the company or the convener of the bondholders’ meeting. The company may also facilitate the bondholders’ participation in the meeting through the Internet or other means approved by the CSRC. If bondholders attend the meeting in the above ways, they shall be deemed to attend the meeting.
Article 17 the institution or person who issues the notice of the bondholders’ meeting in accordance with the provisions of these Rules shall be the convener of the current meeting.
Article 18 when convening a bondholders’ meeting, the convener shall hire a lawyer to give legal opinions on the following matters:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, regulations and these rules;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) issue legal opinions on other relevant matters at the request of the caller.
Article 19 the convener shall make a signature book of the participants. The signature book shall specify the name (company name), ID card number (or unified social credit code), residence, face value of bonds held or represented with voting rights, name of principal (or company name) and other matters of participants.
Chapter V proposals, attendees and rights of bondholders’ meeting
Article 20 the convener shall be responsible for drafting the proposals submitted to the bondholders’ meeting for deliberation. The content and scope of the resolution of the bondholders shall be specified in the laws and regulations.
Article 21 the matters to be deliberated at the bondholders’ meeting shall be decided by the convener in accordance with the provisions of Articles 8 and 10 of these rules.
Bondholders who individually or jointly represent more than 10% of the face value of the outstanding bonds of the convertible bonds have the right to put forward interim proposals to the bondholders’ meeting. The company and its related parties may attend the bondholders’ meeting and put forward interim proposals. The temporary proposer shall submit the temporary proposal with complete contents to the convener no later than 10 days before the bondholders’ meeting. The convener shall issue a supplementary notice of the bondholders’ meeting within 5 days from the date of receiving the temporary proposal, and announce the last name or name of the bondholders who proposed the temporary proposal, the proportion of creditor’s rights held and the content of the temporary proposal. The supplementary notice (if any) of the creditors’ meeting shall be announced on the same designated media where the meeting notice is published.
In addition to the above provisions, after the convener issues the bondholders’ meeting notice, it shall not modify the proposals listed in the meeting notice or add new proposals. Proposals not listed in the notice of bondholders’ meeting (including the supplementary notice of adding temporary proposals) or those that do not meet the requirements of these Rules shall not be voted and adopted. Article 22 bondholders may attend and vote at the bondholders’ meeting in person or entrust an agent to attend and vote on their behalf. The travel expenses and accommodation expenses of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves. As a bond issuer, the company may attend the bondholders’ meeting and propose proposals for discussion and decision at the meeting, but has no voting right.
Article 23 If the bondholder attends the meeting in person, he / she shall show his / her identity documents and the securities account card holding the outstanding bonds or other supporting documents required by applicable laws. If the legal representative or person in charge of the bondholder attends the meeting, he / she shall show his / her identity documents Valid certificates of the qualification of the legal representative or person in charge and the securities account card holding the outstanding bonds or other supporting documents required by applicable laws.
If the agent is entrusted to attend the meeting, the agent shall present his identity certificate, the power of attorney issued by the principal (or his legal representative or person in charge) according to law, the identity certificate of the principal, the securities account card of the principal holding the outstanding bonds or other supporting documents required by applicable laws.
Article 24 the power of attorney issued by the bondholder to entrust others to attend the bondholder’s meeting shall specify the following contents:
(I) name and ID number of the agent;
(II) the authority of the agent, including but not limited to whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the bondholders’ meeting;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature or seal of the client.
The power of attorney shall indicate whether the bondholder’s agent can vote according to his own will if the bondholder does not give specific instructions. The power of attorney shall be sent to the convener of the bondholders’ meeting 24 hours before the bondholders’ meeting.
Article 25 the convener and the lawyer shall jointly verify the qualification and legitimacy of the bondholders attending the meeting according to the list of bondholders who hold the convertible bonds at the end of the transaction on the creditor’s rights registration date provided by the securities registration and clearing institution, The names of bondholders or bondholders’ proxies and their voting rights at the meeting.
The above list of bondholders shall be obtained by the company from the securities registration and clearing institution. The company shall actively cooperate with the convener to obtain the above list of bondholders and provide it to the convener free of charge.
Chapter VI convening of bondholders’ meeting
Article 26 the bondholders’ meeting shall be held on site or by means of communication.
Article 27 the chairman of the company shall serve as the chairman and preside over the bondholders’ meeting. If the chairman of the company fails to preside over the meeting, the vice chairman shall serve as the chairman and preside over the meeting; If neither the chairman nor the vice chairman of the company is able to preside over the meeting, the bondholders present at the meeting shall elect a bondholder by a majority of more than 50% (excluding 50%) of the total face value of the bonds represented
