Securities code: Beijing Sdl Technology Co.Ltd(002658) securities abbreviation: Beijing Sdl Technology Co.Ltd(002658) Announcement No.: 2022012 convertible bond Code: 128033 convertible bond abbreviation: Dilong convertible bond
Beijing Sdl Technology Co.Ltd(002658)
Notice on convening the first bondholders’ meeting in 2022
All members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The resolutions of the bondholders’ meeting shall take effect from the date of voting, but if they need to be approved by the competent authority, they can take effect only after being approved by the competent authority. In accordance with relevant laws and regulations, the prospectus for the public offering of convertible corporate bonds and the rules for the bondholders’ meeting of convertible corporate bonds, the resolutions of the bondholders’ meeting passed by voting are legally binding on all bondholders of the current convertible bonds (including bondholders who do not attend the meeting or express different Opinions).
2. The matter to be considered this time is to change the purpose of the raised funds to permanently supplement the working capital. The holders of convertible corporate bonds have the right to sell back all or part of their convertible corporate bonds to the company at the face value of the bonds plus the accrued interest of the current period. The holders of convertible corporate bonds may carry out resale within the additional resale reporting period announced by the company. If they do not carry out resale within the additional resale reporting period, they shall not exercise the additional resale right.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the company shall give the holders of convertible corporate bonds the right of one-time resale within 20 trading days after the approval of the general meeting of shareholders.
With the approval of the reply on approving Beijing Sdl Technology Co.Ltd(002658) public issuance of convertible corporate bonds (zjxk [2017] No. 2206) of China Securities Regulatory Commission and the approval of SZS [2018] No. 47 of Shenzhen Stock Exchange, Beijing Sdl Technology Co.Ltd(002658) (hereinafter referred to as “the company”) publicly issued 5.2 million convertible corporate bonds on December 27, 2017 by means of public issuance of convertible corporate bonds, each with a face value of RMB 100.00, and the total amount of funds raised was RMB 520 million. After deducting underwriting and recommendation fees and other issuance expenses, the actual net amount of funds raised was RMB 507262000. The availability of the above raised funds was confirmed by the capital verification report (xksbz [2018] No. zg10002) issued by Lixin Certified Public Accountants (special general partnership) on January 5, 2018. The company has adopted a special account for the above raised funds.
According to the relevant provisions of the prospectus for the public issuance of convertible corporate bonds and the rules for the bondholders’ meeting of convertible corporate bonds, the proposal on convening the first bondholders’ meeting in 2022 was deliberated and adopted at the 19th meeting of the Fourth Board of directors on March 1, 2022, The meeting decided to hold the first bondholder meeting of the company in 2022 at 15:00 p.m. on Friday, March 18, 2022. The relevant matters of this meeting are hereby notified as follows:
1、 Basic information of holding bondholders’ meeting
1. Session: the first bondholders’ meeting in 2022
2. Convener: the 4th board of directors of the company
3. Legality and compliance of the meeting: the convening and holding of the bondholders’ meeting complies with relevant laws and regulations, the articles of association, the prospectus for public issuance of convertible corporate bonds and the rules for bondholders’ meeting of convertible corporate bonds.
4. Time of the meeting: 15:00 p.m. on Friday, March 18, 2022.
5. Venue of the meeting: conference room of the company, No. 3, Gaoxin Third Street, Changping District, Beijing.
6. Convening and voting method of the meeting: the meeting is held on site, and the voting is by open ballot.
7. Creditor’s right registration date: Friday, March 11, 2022.
8. Attendees:
(1) All bondholders of “Dilong convertible bonds (bond Code: 128033)” registered in CSDCC Shenzhen Branch have the right to attend the bondholders’ meeting by the afternoon of Friday, March 11, 2022, and can entrust agents to attend the meeting and vote in writing, The agent does not need to be the bondholder of the company (see the annex for the temsector of power of attorney).
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and other relevant personnel employed by the company.
2、 Matters considered at the meeting
The proposal discussed at this meeting is the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital. This proposal has been deliberated and adopted at the 19th meeting of the Fourth Board of directors and the 18th meeting of the Fourth Board of supervisors. For details, see the company’s securities times, Securities Daily and cninfo on March 2, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
3、 Measures for registration of attendance at meetings
1. Registration time: 9:00-11:30, 13:30-17:00, March 14, 2022 (Monday)
2. Registration place: Beijing Sdl Technology Co.Ltd(002658) Board Office
3. Registration method:
(1) If the bond holder is a natural person, he / she shall register with the securities account card, ID card or other valid certificates that can prove his / her identity related to the convertible corporate bonds; The agent entrusted by the natural person bonder to attend the meeting must register with the agent’s ID card, the principal’s ID card (copy), the power of attorney, the securities account card related to the convertible corporate bonds or other valid certificates or certificates that can prove his identity;
(2) If the bond holder is an institutional investor and the legal representative (or person in charge, the same below) attends the meeting, he / she shall register with his / her ID card, business license (copy), valid certificate proving that he / she has the qualification of legal representative and the securities account card related to this convertible corporate bond; If the agent entrusted by the legal representative attends the meeting, the agent shall register with the agent’s ID card, the principal’s ID card (copy), the power of attorney, the business license (copy), the securities account card related to the convertible corporate bonds or other valid certificates or certificates that can prove his identity;
(3) Copies of the above relevant certificates and supporting materials can be used. The copy provided by the natural person bondholder must be signed by himself; The copies provided by institutional investors and bondholders shall be stamped with the official seal of the unit. The bondholders or their agents shall send the above information to the office of the board of directors of the company by fax, mail or on-site delivery;
(4) 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;
(5) Non local bondholders can register by letter or fax with the above relevant certificates. The letter registration shall be subject to the postmark received. The company does not accept the registration by telephone.
4. Contact information:
Beijing Sdl Technology Co.Ltd(002658) Board Office
Address: No. 3, Gaoxin 3rd Street, Changping District, Beijing zip code: 102206
Tel: 010807356666 Fax: 01080735777
Contact: Yang Yuanyuan
4、 Voting procedure and effectiveness
1. The bondholders’ meeting shall vote by open ballot.
2. When the bondholders or their agents vote on the matters under consideration, they shall vote for or against or abstain from voting. The voting result corresponding to the vote without election, multiple election, illegible handwriting and the vote without voting shall be counted as invalid and shall not be counted into the voting result. A vote not cast shall be deemed as a waiver of voting rights by the voter and shall not be included in the voting results.
3. Each “Dilong convertible bond” bond (with a face value of RMB 100) has one vote. 4. The resolution made at the bondholders’ meeting shall be valid only with the consent of more than half of the outstanding bondholders (or bondholders’ agents) present at the meeting.
5. The resolutions of the bondholders’ meeting shall come into force after being voted on, but if they need the approval of the competent authority, they can come into force only after being approved by the competent authority. In accordance with relevant laws and regulations, the prospectus and the rules of meeting, the resolutions of the bondholders’ meeting passed by voting shall be legally binding on all bondholders of the current convertible corporate bonds (including bondholders who did not attend the meeting or expressed different opinions). 6. The independent exercise of creditor’s rights by bondholders shall not conflict with the effective resolutions adopted by the bondholders’ meeting.
7. Within two trading days from the date when the bondholders’ meeting makes a resolution, the board of directors of the company will announce the meeting resolution on the designated information disclosure media in the form of announcement, and be responsible for implementing the meeting resolution.
5、 Other matters
1. Bondholders (or agents) attending the meeting on site need to register for attendance. Those who fail to register for attendance cannot exercise their voting rights.
2. The duration of the meeting is half a day. The travel expenses, accommodation expenses, etc. of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
6、 Documents for future reference
1. Resolution of the 19th meeting of the 4th board of directors of the company.
It is hereby announced.
Beijing Sdl Technology Co.Ltd(002658) board of directors
March 2, 2002
enclosure
Power of attorney
I hereby entrust Mr. (Ms.) to attend the first bondholders’ meeting in Beijing Sdl Technology Co.Ltd(002658) 2022 on behalf of me / my company, and exercise the voting right on the following proposals on behalf of me in accordance with the following instructions; If I fail to give instructions, the trustee has the right to exercise the voting right by itself.
For the following proposals, please fill in “√” in the corresponding place in the column of voting opinions. Each item is a single choice, and multiple choices are considered invalid voting.
Voting opinion
No. name of proposal: agree against abstention
1.00 about terminating the raised investment project and permanently replenishing the remaining raised funds
A proposal to raise funds
client
Client (signature or signature and seal of legal representative):
The ID number of the client or the business license number of the legal person shareholder:
Number of bonds with face value of 100 yuan held by the client:
Client’s securities account No.:
Date of entrustment: mm / DD / yy
trustee
Signature of trustee:
The ID number of the trustee:
The validity period of this authorization: from the date of signing this authorization to the end of the first bondholders’ meeting in 2022.
The copy of the power of attorney or self-made according to the above format is valid, and the unit must affix its official seal.
