Jiangsu Gian Technology Co.Ltd(300709)
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 Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company” or “the issuer”), define the rights and obligations of the bondholders’ meeting, and protect the legitimate rights and interests of bondholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China These rules are formulated in accordance with the provisions of laws, regulations and other normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and in combination with the actual situation of the company.
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 Jiangsu Gian Technology Co.Ltd(300709) prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “convertible bond prospectus”), and the bond holder is through subscription Investors who purchase or obtain this convertible bond by other legal means.
The company will hire the underwriter of the convertible bonds or other institutions approved by the CSRC to act as the trustee of the convertible bonds (hereinafter referred to as the “bond trustee”).
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.
Bondholders shall cooperate with the relevant work of the convener of the meeting such as the board of directors or the trustee of the issuer, actively participate in the bondholder meeting, review the proposal of the meeting, exercise their voting rights, cooperate with and promote the implementation of the effective resolution of the bondholder meeting, and safeguard their legitimate rights and interests according to law. The holders attending the meeting shall not use the relevant information obtained at the meeting to engage in illegal and illegal activities such as insider trading, market manipulation, interest transmission and securities fraud, so as to damage the legitimate rights and interests of other bondholders. If the holders attending the meeting violate the above commitments and cause losses to other bondholders, they shall bear corresponding compensation liabilities.
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).
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 rights of holders of convertible bonds:
(I) enjoy the agreed interest according to the amount of convertible bonds it holds;
(II) convert the convertible bonds held this time into the company’s shares according to the conditions agreed in the convertible bond prospectus;
(III) exercise the resale right according to the conditions agreed in the prospectus for convertible bonds;
(IV) transfer, gift or pledge the convertible bonds held by them 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 pay the principal and interest of the convertible bonds according to the time limit and method agreed in the prospectus for convertible bonds;
(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 obligations of holders of convertible bonds:
(I) comply with the relevant provisions of the terms of the company’s issuance of convertible bonds;
(II) pay the subscription capital according to the amount of convertible bonds subscribed;
(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 bonds except as stipulated in laws and regulations and the prospectus for the raising of convertible bonds;
(V) other obligations that should be undertaken by the holders of convertible bonds according to 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 plan agreed in the convertible bond prospectus, it shall make a resolution on whether to agree with the company’s proposal, 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, and cancel the redemption or resale terms in the prospectus; (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 the employee stock ownership plan, equity incentive or the repurchase of shares necessary for the company to maintain the company’s value and shareholders’ rights and interests), merges, splits, is entrusted, goes out of business, dissolves or applies for bankruptcy, make a resolution on whether to accept the suggestions put forward by the company and the scheme to exercise 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) in case of any event that has a significant impact on the rights and interests of bondholders, make a resolution on the scheme for exercising the rights enjoyed by bondholders according to law;
(VI) propose to change the bond trustee or the main contents of the bond trustee agreement;
(VII) make a resolution on the amendment of these rules to the extent permitted by law;
(VIII) 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 or the bond trustee of the company.
The board of directors or the bond trustee 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 announced on at least one designated newspaper and website designated by the securities regulatory authority 15 days before the meeting. The meeting notice shall include the following contents:
(I) date, specific time, place and holding method of the meeting;
(II) matters submitted to the meeting for deliberation;
(III) a clear statement in words: all bondholders have the right to attend the bondholders’ meeting and may entrust an agent to attend the meeting and vote;
(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 10 during the duration of this convertible bond, 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 bonds;
(II) the company fails to pay the principal and interest of this convertible bond on schedule;
(III) the company’s capital reduction (except for the capital reduction caused by the employee stock ownership plan, equity incentive or the company’s share repurchase necessary to maintain the company’s value and shareholders’ rights and interests), merger, etc. may lead to significant adverse changes in its solvency, and it is necessary to decide or authorize to take corresponding measures;
(IV) the company is divided, entrusted, dissolved, applied for bankruptcy or entered into bankruptcy proceedings according to law;
(V) significant changes have taken place in the guarantor (if any), collateral (if any) or other debt repayment guarantee measures;
(VI) propose to amend the rules of the meeting of convertible bond holders;
(VII) propose to change the bond trustee or the main contents of the bond trustee agreement;
(VIII) the company’s management cannot perform its duties normally, resulting in serious uncertainty in the issuer’s debt repayment ability;
(IX) the company proposes a major debt restructuring plan;
(x) other events that have a significant and substantial impact on the rights and interests of bondholders;
（11） Other matters that should be considered and decided by the bondholders’ meeting in accordance with laws, administrative regulations, China Securities Regulatory Commission, Shenzhen Stock Exchange and these rules.
Article 11 the following institutions or persons may propose to convene a bondholder meeting:
(I) the board of directors of the company;
(II) bond trustee;
(IV) other institutions or persons specified by laws, regulations, CSRC and Shenzhen Stock Exchange. 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 or the bond trustee 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 the outstanding bonds have the right to issue 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. The supplementary notice of the bondholders’ meeting shall be announced on the same designated media that publishes the meeting notice.
After the notice of the bondholders’ meeting is issued, 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 creditor’s rights registration date of the bondholders’ meeting shall be the 5th trading day before the date of the bondholders’ meeting. At the close of the market on the creditor’s rights registration date, the holders of the convertible bonds registered in the custody roster of China Securities Depository and Clearing Co., Ltd. Shenzhen branch 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 15 the bondholders’ meeting shall set up a venue and be held in the form of on-site meeting. The company may also adopt network, communication or other means to facilitate bondholders’ participation in the meeting. If bondholders attend the meeting in the above ways, they shall be deemed to be present.
Article 16 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 17 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.
Chapter V proposals, attendees and rights of bondholders’ meeting
Article 18 proposals submitted to the bondholders’ meeting for deliberation shall be drafted by the convener. The contents of the proposal shall comply with the provisions of laws and regulations, be within the authority of the bondholders’ meeting, and have clear topics and specific resolutions.
Article 19 the matters to be considered 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 shall be announced on the same designated media where the meeting notice is published. In addition to the above provisions, the convener shall not modify the proposals listed in the meeting notice or add new proposals after issuing the bondholders’ meeting notice.
If the proposal does not meet the requirements of the meeting (the proposal not listed in the notice of the meeting shall not be added) and the proposal shall not meet the requirements of the meeting.
Article 20 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.
Article 21 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 22 the power of attorney issued by the bondholder to entrust others to attend the bondholder’s meeting shall specify the following contents:
(1) the 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 that if the bondholder does not
