Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Rules for bondholders’ meeting of convertible corporate bonds (March 2022)
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders’ meeting of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company” or “the issuer”) convertible corporate bonds, define the rights and obligations of the bondholders’ meeting, and protect the legitimate rights and interests of bondholders, according to 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 by listed companies, the measures for the administration of convertible corporate bonds issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Shanghai Stock Exchange stock listing rules issued by the Shanghai Stock Exchange and other laws, regulations and other normative documents, as well as the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”), 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 the “convertible corporate bonds”) issued by the company in accordance with the prospectus for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus for convertible bonds”). The bond holder is the investor who obtains the convertible corporate bonds through subscription, purchase 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, It is equally binding on all bondholders (including all bondholders who attend the meeting, fail to attend the meeting, object to the resolution or give up their voting rights, bondholders who hold no voting rights of this convertible company or bondholders whose voting rights are restricted in the consideration of a matter, and bondholders who transfer this convertible company bonds after the relevant resolution is passed, the same below).
Article 5 investors who subscribe for, accept or otherwise hold the convertible corporate 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 bondholders of this convertible company:
(I) participate in or entrust an agent to participate in the bondholders’ meeting and exercise voting rights in accordance with laws, administrative regulations and other relevant provisions;
(II) enjoy the agreed interest according to the total face value of the convertible corporate bonds it holds; (III) convert the convertible corporate bonds held this time into A-Shares of the company in accordance with the conditions agreed in the convertible bond prospectus;
(IV) exercise the resale right according to the conditions agreed in the prospectus for convertible bonds;
(V) transfer, gift or pledge the convertible corporate bonds held by them in accordance with laws, administrative regulations and the articles of Association;
(VI) obtain relevant information in accordance with laws and the articles of Association;
(VII) require the company to repay the principal and interest of the convertible corporate bonds according to the time limit and method agreed in the convertible bond prospectus;
(VIII) other rights conferred by laws, administrative regulations and the articles of association as creditors of the company. Article 7 the obligations of the bondholders of the convertible company:
(I) comply with the relevant provisions of the terms of the company’s issuance of convertible corporate bonds;
(II) pay the subscription capital in full according to the convertible corporate bonds it has subscribed for;
(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 the convertible corporate bonds except as stipulated in laws and regulations and the prospectus for the offering of convertible bonds;
(V) other obligations that should be undertaken by the bondholders of this convertible company in accordance with laws, administrative regulations, these rules 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 scheme 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 corporate bonds, change the interest rate and term of the convertible corporate bonds, 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 entrust the bond trustee 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 entrust the bond trustee 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 maintenance of the company’s value and shareholders’ rights), merges, splits, dissolves or applies for bankruptcy, make a resolution on whether to accept the suggestions put forward by the company and the scheme for exercising 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) make resolutions on the change and dismissal of the bond trustee;
(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 during the duration of convertible corporate bonds, the board of directors of the company shall convene a meeting of bondholders 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 the convertible corporate bonds on schedule;
(III) 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), merger, division, dissolution or application for bankruptcy; (IV) the company intends to change the bond trustee or the main contents of the trustee agreement;
(V) the guarantor (if any) or collateral (if any) of convertible corporate bonds has changed significantly;
(VI) amending these rules;
(VII) other events that have a significant and substantial impact on the rights and interests of bondholders;
(VIII) other matters that should be deliberated and decided by the bondholders’ meeting in accordance with the provisions of laws, administrative regulations, CSRC, Shanghai Stock Exchange and these rules.
Article 10 the following institutions or persons may propose in writing to convene a bondholder meeting:
(I) the board of directors of the company;
(II) bondholders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of the convertible corporate bonds;
(III) bond trustee;
(IV) other institutions or persons specified by laws and regulations.
Article 11 the meeting of bondholders of convertible corporate bonds 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 12 within 15 days after the occurrence of the events specified in Article 9 of these rules, or within 15 days after the bondholders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of this convertible corporate bond propose in writing to the board of directors of the company to convene the bondholder meeting, if the board of directors of the company fails to perform its duties in accordance with these rules, Bondholders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of the convertible corporate bonds have the right to issue a 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.
Notice of holders’ meeting. The notice of bondholders’ meeting shall include the following contents:
(I) time, place, convener and voting 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, as well as the time and place of service;
(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 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 bond holders of the current outstanding bonds registered in the custody register of China Securities Depository and Clearing Co., Ltd. Shanghai 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 16 in principle, the place where the bondholders’ on-site meeting is held shall be the domicile of the company. The meeting place shall be provided by the company or the convener of the bondholders’ meeting.
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;
(IV) issue legal opinions on other relevant matters at the request of the caller.
Chapter V proposals, attendees and rights of bondholders’ meeting
Article 19 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 20 the matters to be considered at the bondholders’ meeting shall be decided by the convener in accordance with the provisions of Articles 8 and 9 of these rules.
Bondholders who individually or jointly represent more than 10% of the total face value of the outstanding bonds of the convertible corporate 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 proposing 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 publishing the meeting notice.
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 21 Unless otherwise provided by laws and regulations, bondholders have the right to attend or entrust agents to attend bondholders’ meetings and exercise their voting rights. 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 personnel may attend the bondholders’ meeting as nonvoting delegates, or participate in the discussion and express their opinions at the meeting, but have no voting right:
(I) the bond issuer (i.e. the company) or its authorized representative;
(II) directors, supervisors and senior managers of the company;
(III) bond trustee;
(IV) bond guarantor (if any);
(V) for shareholders holding more than 5% of the company’s shares, the equity registration date of the above shareholders of the company shall be determined as the creditor’s rights registration date;
(VI) other important related parties of the bonds agreed by the chairman of the meeting.
Article 22 If the bondholder attends the meeting in person, he / she shall show his / her identity documents and the securities account card holding the current 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 current 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 of the convertible corporate bonds or other supporting documents required by applicable laws.
Article 23 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 whether the bondholder’s agent can vote according to his own will if the bondholder does not give specific instructions. The power of attorney shall be called at the bondholders’ meeting
