Securities code: Shenzhen Hongtao Group Co.Ltd(002325) securities abbreviation: Shenzhen Hongtao Group Co.Ltd(002325) Announcement No.: 2022024 bond Code: 128013 bond abbreviation: Hongtao convertible bond
Shenzhen Hongtao Group Co.Ltd(002325)
Notice on convening the first bondholders’ meeting of Hongtao convertible bonds in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. According to the prospectus for the public issuance of convertible corporate bonds by Shenzhen Hongtao Decoration Co., Ltd., the bondholders’ meeting can form an effective resolution only with the consent of the bondholders who hold more than half of the outstanding face value of the convertible corporate bonds issued by the company at the meeting.
2. The resolutions deliberated and adopted by the bondholders’ meeting shall have the same binding force on all bondholders (including all bondholders attending the meeting, not attending the meeting, opposing the resolution or waiving the voting right, and the holders of convertible corporate bonds after the relevant resolution is passed).
3. The bondholders’ meeting plans to consider changing the purpose of the raised funds and permanently replenishing the working capital, and the bondholders of convertible companies enjoy the right of one-time resale. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the face value of the bonds plus the current accrued interest. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised again.
According to the provisions of the stock listing rules of Shenzhen Stock Exchange, 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 to sell back at one time within 20 trading days after the approval of the general meeting of shareholders.
Approved by the reply on Approving the public issuance of convertible corporate bonds by Shenzhen Hongtao Decoration Co., Ltd. (zjxk [2016] No. 996) of China Securities Regulatory Commission, Shenzhen Hongtao Group Co., Ltd
Limited company (hereinafter referred to as “the company”) publicly issued 12 million convertible corporate bonds on July 29, 2016, with a face value of 100 yuan each, an issue price of 100 yuan each, and a total amount of 1.2 billion yuan. The total amount of funds raised from the public offering of convertible bonds is RMB 120000000000. After deducting the issuance expenses such as underwriting and recommendation fees of RMB 1574006268, the net amount of funds raised is RMB 118425993732. All the above raised funds were deposited in the special account for raised funds of the company on August 4, 2016, and verified and confirmed by Ruihua Certified Public Accountants (special general partnership) with the capital verification report of “Ruihua zhuanshen Zi [2016] No. 48020002”.
According to the relevant provisions of the prospectus for the public issuance of convertible corporate bonds by Shenzhen Hongtao Decoration Co., Ltd. (hereinafter referred to as the “prospectus for convertible bonds”), the proposal on convening the first bondholders’ meeting in 2022 was deliberated and adopted at the 25th meeting of the Fifth Board of directors on March 9, 2022, The meeting decided to hold the first bondholders’ meeting in 2022 at 10:00 a.m. on March 25, 2022.
The relevant matters of this meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session: the first bondholders’ meeting in 2022
(II) convener: the 5th board of directors of the company
(III) legality and compliance of the meeting: the convening and holding of the bondholders’ meeting complies with relevant laws and regulations, the articles of association and the prospectus for the raising of convertible bonds.
(IV) meeting time: 10:00 am, March 25, 2022
(V) venue of the meeting: Shenzhen Hongtao Group Co.Ltd(002325) building, 22nd floor, conference room
(VI) meeting convening and voting method: the meeting shall be held on site, and the voting shall be by open ballot.
(VII) creditor’s rights registration date: March 21, 2022
(VIII) attendees
1. Bondholders of “Hongtao convertible bonds” (bond Code: 128013) registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on the afternoon of March 21, 2022; The bondholders registered on the creditor’s rights registration date have the right to attend the meeting and can entrust an agent in writing to attend the meeting and vote. The agent does not need to be the bondholder of the company;
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 considered at this meeting is the proposal on changing the purpose of raised funds and permanently replenishing working capital. This proposal has been considered and adopted at the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on March 10, 2022（ http://www.cn.info.com.cn. ）Announcement on changing the purpose of raised funds and permanently replenishing working capital disclosed.
3、 Meeting registration method
(I) registration method:
1. If the bond holder is a natural person, he / she shall register with the securities account card, ID card (original) or other valid certificates that can prove his / her identity related to the convertible corporate bonds; The agent entrusted by the natural person bondholder to attend the meeting must register with the securities account card related to the convertible corporate bonds, the agent’s ID card (original), the principal’s ID card (copy) and the power of attorney (original);
2. If the bond holder is an institutional investor and the legal representative (or person in charge, the same below) attends the meeting, it is required to register with the securities account card, ID card (original), business license (copy) and valid certificate proving its qualification as legal representative related to the convertible corporate bonds; If the agent entrusted by the legal representative attends the meeting, the agent shall register with the securities account card related to the convertible corporate bonds, the agent’s ID card (original), the client’s ID card (copy), the power of attorney (original) and the business license (copy);
3. 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 bondholder or his agent shall send the above information to the Securities Affairs Department 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 or email.
6. If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized.
(II) place of registration:
Securities affairs department, 22 / F, Shenzhen Hongtao Group Co.Ltd(002325) building, No. 28, Gaofa West Road, Nanshan District, Shenzhen.
(III) registration time:
On March 23, 2022, from 9:30 a.m. to 12:00 p.m. and from 14:00 p.m. to 17:00 p.m.
4、 Voting procedure and effectiveness
(I) the bondholders’ meeting shall vote by open ballot.
(II) when the bondholders or their agents vote on the matters to be considered, they can only vote: agree or disagree or abstain. The voting results corresponding to the voting rights held by the votes that are not filled in, multiple-choice, wrongly filled in and illegible shall be counted as invalid votes and shall not be included in the voting results. 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.
(III) each “Hongtao convertible bond” (face value: RMB 100) has one vote. (IV) the bondholders’ meeting can form an effective resolution only with the consent of bondholders who hold more than half of the outstanding face value of convertible corporate bonds issued by the company at the meeting. 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.
(V) the independent exercise of creditor’s rights by bondholders shall not conflict with the effective resolutions adopted by the bondholders’ meeting.
(VI) the resolutions deliberated and adopted by the bondholders’ meeting shall have the same binding force on all bondholders (including all bondholders attending the meeting, not attending the meeting, opposing the resolution or waiving the voting right, and the holders who have transferred convertible corporate bonds after the relevant resolution is passed).
(VII) after the bondholders’ meeting makes a resolution, the board of directors of the company shall notify the bondholders in the form of announcement and be responsible for implementing the resolution of the meeting.
5、 Contact information
Contact address: Securities Affairs Department, 22 / F, Shenzhen Hongtao Group Co.Ltd(002325) building, No. 28, Gaofa West Road, Nanshan District, Shenzhen, Guangdong
Postal Code: 518029
Tel.: 075582451183; Fax: 075582451183
Contact Department: Shenzhen Hongtao Group Co.Ltd(002325) Securities Affairs Department
Contact: Su Yi, Zhu Yalong
6、 Other matters
(I) bondholders (or agents) attending the meeting need to register their attendance. If they fail to register their attendance, they cannot exercise their voting rights.
(II) the duration of the meeting is half a day. The travel expenses, board and lodging expenses, etc. of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
7、 Documents for future reference
1. Resolution of the 25th meeting of the 5th board of directors.
It is hereby announced
Shenzhen Hongtao Group Co.Ltd(002325) board of directors
March 10, 2022
enclosure
Shenzhen Hongtao Group Co.Ltd(002325)
Power of attorney of the first bondholders’ meeting in 2022
I hereby authorize (Mr. / Ms.) to attend the first bondholders’ meeting of Shenzhen Hongtao Group Co.Ltd(002325) 2022 held on March 25, 2022 on behalf of the company / me, and vote on all proposals considered at the meeting on behalf of the company / me according to the instructions of this power of attorney. If the company / I do not give specific instructions on the voting matters of this meeting, the trustee can exercise the voting right on behalf of the company / I, and the expression of intention to exercise the voting right represents the company / I, and the consequences shall be borne by the company / I.
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
Serial number proposal name
Agree against abstention
1.00 on changing the purpose of raised funds and permanently replenishing working capital
Proposal for
Name or name of client: ID number or business license registration mark:
Client’s securities account number: number of bonds with a face value of 100 yuan:
Signature (or seal) of the client:
Name of the trustee (signature): ID number:
Date of entrustment: mm / DD / yy
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.
