Zhejiang Yonghe Refrigerant Co.Ltd(605020) public issuance of A-share convertible corporate bonds
Bondholders’ meeting rules
March, 2002
catalogue
Chapter I General Provisions Chapter II Rights and obligations of bondholders Chapter III Scope of authority of bondholders’ meeting Chapter IV bondholders’ meeting 5 chapter V Supplementary Provisions fourteen
Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Public issuance of A-share convertible corporate bonds
Bondholders’ meeting rules
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders’ meeting of Zhejiang Yonghe Refrigerant Co.Ltd(605020) (hereinafter referred to as “the company” or “the issuer”) public offering A-share convertible companies, 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, 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 convertible corporate bonds, the stock listing rules of Shanghai Stock Exchange and other laws, regulations 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 “this convertible bond” or “this bond”) issued by the company in accordance with the prospectus for Zhejiang Yonghe Refrigerant Co.Ltd(605020) public offering of convertible corporate bonds (hereinafter referred to as “the prospectus for convertible bonds”). The bond holder is through subscription, transaction 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, as well as the bondholders 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 bonds it holds;
(II) convert the convertible bonds held this time into A-Shares of the company 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, regulations and the Zhejiang Yonghe Refrigerant Co.Ltd(605020) articles of Association (hereinafter referred to as 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 the obligations of the holders of this convertible bond:
(I) comply with the relevant provisions of the terms of the company’s issuance of convertible bonds;
(II) if the convertible bonds are obtained by subscription, the subscription funds shall be paid according to the amount of the 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
(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 convertible bond, change the interest rate and term of the convertible bond, cancel the redemption or resale terms in the convertible bond 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 convertible bonds through litigation and other procedures, and whether to participate in the legal proceedings of the company’s reorganization, reconciliation, reorganization or bankruptcy;
(III) whether the equity reduction plan proposed by the shareholders due to the company’s bankruptcy or the company’s application for capital reduction (except for the equity reduction plan proposed by the shareholders) and whether it must be accepted by the shareholders due to the company’s bankruptcy or the exercise of the company’s equity reduction plan;
(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) make resolutions on the amendment of the rules of the bondholders’ meeting to the extent permitted by the law; (VII) other circumstances under which a resolution shall be made by the bondholders’ meeting in accordance with laws, regulations, rules and normative documents.
Chapter IV bondholders’ meeting
Section 1 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, 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) propose to amend the rules of the bondholders’ meeting;
(IV) capital reduction of the company (except for capital reduction caused by employee stock ownership plan, equity incentive or repurchase of shares necessary for the maintenance of the company’s value and shareholders’ rights and interests), merger, division, dissolution or application for bankruptcy;
(V) significant adverse changes in the guarantor (if any) or collateral (if any);
(VI) the management of the company is unable to perform its duties normally, resulting in serious uncertainty in the company’s debt repayment capacity, which requires action according to law;
(VII) the company proposes a debt restructuring plan;
(VIII) other events that have a significant and substantial impact on the rights and interests of bondholders;
(IX) other matters that should be considered and decided by the bondholders’ meeting in accordance with laws, regulations, the CSRC, the Shanghai Stock Exchange and these rules.
Article 11 the following institutions or persons may propose 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;
(III) written proposals from 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 the outstanding bonds have the right to issue the notice of convening the bondholders’ meeting by means of announcement.
Within 15 days from the date when the bond trustee, other institutions or persons specified by the CSRC propose to convene the bondholders’ meeting in writing to the board of directors of the company, if the board of directors of the company gives a written feedback that it does not agree to convene the bondholders’ meeting, fails to give a written feedback in accordance with these rules, or fails to give a notice of convening the bondholders’ meeting, The bond trustee has the right to issue the notice of convening the bondholders’ meeting by means of public 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 bondholders’ bond registration date for this reason. 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 convener of the bondholders’ meeting shall announce the notice of the bondholders’ meeting on the media designated by the CSRC. The notice and announcement of the meeting shall include the following contents:
(I) date, specific time, place, convener and method of the meeting;
(II) proposals to be considered at the meeting;
(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.
If the proposal is not announced as required, it shall not be submitted to the bondholders’ meeting for deliberation.
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 bondholders 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 of the bondholders’ meeting who are entitled to attend and exercise their voting rights.
Article 16 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 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 include the name of the meeting personnel (or unit name), the ID number, the address of the domicile, the holding or voting right of the bond denomination, the name of the agent (or the name of the unit), and other matters.
Section 2 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 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 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 hold more than 10% of the total face value of the outstanding bonds have the right to put forward interim proposals to the bondholders’ meeting. The issuer 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 put forward the temporary proposal, the proportion of bonds 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. 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.
The following institutions or persons may attend the bondholders’ meeting as nonvoting delegates:
(I) the bond issuer or its authorized representative;
(II) directors, supervisors and senior managers of the company;
(III) bond custodian;
(IV) bond guarantor (if any);
(V) other important related parties of the bonds agreed by the chairman of the meeting.
Article 23 If the bondholder attends the meeting in person, he / she shall produce 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 produce 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:
(1) the name and ID number of the agent;
(II) the authority of the agent, including but not limited to whether it has
