Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022030 bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Notice on convening the first bondholder meeting of “Zhongxing 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.
hot tip
1. According to the provisions of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) “prospectus for public issuance of convertible corporate bonds” and “rules of convertible bondholders’ meeting”, the resolutions made by the bondholders’ meeting shall be valid only with the consent of the holders (or the agent of the bondholders) of more than half of the face value of the outstanding bonds present at the meeting.
2. 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 company’s prospectus for public issuance of convertible corporate bonds and the rules of the bondholders’ meeting of convertible companies, the resolutions deliberated and adopted by the bondholders’ meeting, It is equally binding 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 current convertible bonds after the relevant resolution is passed).
3. The matters to be considered this time are the closing of investment projects of part of the raised funds of the company’s convertible corporate bonds, and the surplus raised funds will be permanently supplemented with working capital. Within 20 days after the shareholders’ meeting approves the resale of all or part of the bonds held by the company, the shareholders shall have the right to resell them to the holders according to the “face value” of the bonds held by the company. The holders of “Zhongxing convertible bonds” can carry out the resale within the additional resale reporting period announced by the company. If the resale is not carried out within the additional resale reporting period, they shall not exercise the additional resale right.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) the 12th meeting of the 4th board of directors proposed to convene the first bondholders’ meeting of “Zhongxing convertible bonds” in 2022 on April 15, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session
This meeting is the first bondholder meeting of “Zhongxing convertible bonds” in 2022.
(II) Convener
The board of directors of the company. On March 23, 2022, the company held the 12th meeting of the 4th board of directors, deliberated and adopted the proposal on proposing to convene the first bondholder meeting of “Zhongxing convertible bonds” in 2022. (III) legality and compliance of the meeting
The convening and convening procedures of this bondholders’ meeting comply with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association, the rules for bondholders’ meeting of convertible companies and other relevant provisions of the company.
(IV) date and time of the meeting
The half day session will begin at 3:30 p.m. on Friday, April 15, 2022.
(V) convening method of the meeting
The meeting was held by combining on-site and communication voting, and the voting was conducted by open ballot. (VI) creditor’s rights registration date of the meeting
Friday, April 8, 2022
(VII) attendees
1. All holders of “Zhongxing convertible bonds” on the creditor’s rights registration date
As of Friday, April 8, 2022, the bondholders of “Zhongxing convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All bondholders have the right to attend the bondholders’ meeting and may entrust agents to attend the meeting and vote; The agent need not be a bondholder of the company.
The following bondholders can express their opinions at the bondholders’ meeting, but have no voting rights, and the number of convertible corporate bonds they represent is not included in the number of bondholders attending the bondholders’ meeting: ① the bondholders are the shareholders of the company holding more than 5% of the company’s equity; ② Related parties of the shareholders, the company and the guarantor (if any) of the above company.
2. Directors, supervisors and senior managers of the company.
3. Lawyers and other relevant personnel employed by the company.
(VIII) meeting place
Conference room of Tianshui national agricultural science and Technology Park (Zhongtan Town, Maiji District)
2、 Matters considered at the meeting
This meeting plans to consider the proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital, which has been deliberated and adopted at the 12th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors.
The announcement on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital (Announcement No.: 2022028) is detailed in the company’s designated information disclosure media securities times, China Securities News and cninfo.com on March 24, 2022（ http://www.cn.info.com.cn. ）。
3、 Meeting registration items
（1） Registration method
1. If the bond holder is a legal person and the legal representative is present, he / she shall hold the ID card of the legal representative, the copy of the business license of the enterprise legal person (stamped with official seal), the valid certificate of the qualification of the legal representative, the copy of the securities account card holding the current outstanding bonds (stamped with official seal), or other supporting documents required by applicable laws, and the return receipt of the meeting (see Annex III for the format of the return receipt of the meeting); If the entrusted agent is present, he / she shall hold the ID card of the agent, the copy of the business license of the enterprise legal person (with official seal), the copy of the ID card of the legal representative (with official seal), the valid certificate of the qualification of the legal representative, the power of attorney of the legal person (see Annex I for the style of the power of attorney), the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents required by applicable laws Attendance receipt (see Annex III for the style of attendance receipt).
2. If the bond holder is an unincorporated entity and the person in charge is present, the person in charge shall hold the ID card of the person in charge, the copy of the business license (with official seal), the valid certificate of the person in charge’s qualification, the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents and the receipt of participation as required by applicable laws (see Annex III for the format of the receipt of participation); If the entrusted agent is present, the agent’s ID card, the copy of the bondholder’s business license (with official seal), the copy of the person in charge’s ID card (with official seal), the valid certificate of the person in charge’s qualification, the power of attorney (see Annex I for the style of the power of attorney), the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents required by applicable laws Attendance receipt (see Annex III for the style of attendance receipt).
3. If the bond holder is a natural person, if he / she attends the meeting, he / she shall hold his / her ID card, a copy of the securities account card holding the current outstanding bonds, and the receipt of the meeting (see Annex III for the format of the receipt of the meeting); If the entrusted agent attends the meeting, it shall hold the agent’s own ID card, a copy of the principal’s ID card, a power of attorney (see Annex I for the style of the power of attorney), a copy of the securities account card of the principal holding the current outstanding bonds, and a receipt for attending the meeting (see Annex III for the style of the receipt for attending the meeting).
4. Non local bondholders can register by letter, fax or e-mail with the above relevant certificates, and do not accept telephone registration.
5. 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) registration time
From 9:00 a.m. to 16:00 p.m. on April 11, 2022
(III) place of registration
Conference room of Tianshui national agricultural science and Technology Park (Zhongtan Town, Maiji District)
4、 Voting procedure and effectiveness of the meeting
1. The bondholders’ meeting shall vote by means of on-site open ballot or communication (see Annex II for the voting style). If bondholders choose to exercise their voting rights by means of communication, they shall deliver the voting votes to the securities and Investment Department of the company by on-site delivery, fax and mail letter before 16:00 p.m. on April 11, 2022 (the mail letter shall be subject to the signing time of the company’s staff); Or send the scanned copy to the email address designated by the company [email protected]. And mail the original to the securities and Investment Department of the company within the specified time.
The contact information of the meeting is as follows:
Contact address: Tianshui national agricultural science and Technology Park, Zhongtan Town, Maiji District, Tianshui City, Gansu Province
Postal Code: 741030
Tel: 09382851611
Fax: 09382855051
Contact: Qian Xiaoli
mail box: [email protected].
Bondholders who fail to deliver or delay the delivery of voting votes shall be deemed not to attend the meeting.
2. 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, wrongly filled in and illegible shall be counted as invalid votes and shall not be counted into 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.
3. Each “Zhongxing convertible bond” bond (with a face value of RMB 100) has one vote.
4. Unless otherwise specified in the rules of the bondholders’ meeting of convertible companies, the resolutions made by the bondholders’ meeting shall be valid only with the consent of the holders (or the bondholders’ agent) of more than half of the face value of the outstanding bonds present at the meeting.
5. 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 company’s prospectus for public issuance of convertible corporate bonds and the rules of the bondholders’ meeting of convertible companies, the resolutions deliberated and adopted by the bondholders’ meeting, It is equally binding 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 current convertible bonds after the relevant resolution is passed).
6. 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.
7. The matters to be considered this time are the closing of the investment projects of some raised funds from the company’s convertible corporate bonds, and the surplus raised funds will be permanently supplemented with working capital. Within 20 days after the shareholders’ meeting approves the resale of all or part of the bonds held by the company, the shareholders shall have the right to resell them to the holders according to the “face value” of the bonds held by the company. The holders of “Zhongxing convertible bonds” can carry out the resale within the additional resale reporting period announced by the company. If the resale is not carried out within the additional resale reporting period, they shall not exercise the additional resale right. 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
Resolution of the 12th meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) the 4th board of directors
It is hereby announced
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of directors
March 23, 2022
Annex I:
Power of attorney
I hereby entrust Mr. (Ms.) to attend the first bondholders’ meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) “Zhongxing convertible bonds” in 2022 on behalf of me (the company), and vote on the following proposals according to the following instructions at this meeting. If no instructions are given, the agent has the right to vote according to his own wishes. The validity period of the entrustment is from the date of signing the power of attorney to the end of the bondholders’ meeting. In case of any conflict between the voting opinions indicated in this power of attorney and the voting votes, this power of attorney shall prevail, and the validity of this power of attorney shall be deemed as the voting votes.
Note: agree to oppose the waiver proposal. Check the name of the proposal
The coded column can be
By vote
1.00 “on closing some investment projects with raised funds and raising the surplus funds √”
Proposal on permanent replenishment of working capital
Name and signature of client: the signature of the legal representative / person in charge: the identity card or business license number of the principal: the number of the principal’s securities account card: the number of the bonds held by the principal (100 yuan for one piece): the signature of the trustee: the ID number of the trustee:
Date of entrustment: mm / DD / yyyy, valid until mm / DD / yyyy
Annex II:
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Voting votes of “Zhongxing convertible bonds” at the first bondholders’ meeting in 2022
Note: agree to oppose the waiver proposal. Check the name of the proposal
The coded column can be
