Beijing Telesound Electronics Co.Ltd(003004)
Rules of meeting of bondholders of convertible companies
Chapter I General Provisions
1.1 in order to standardize the organization and decision-making behavior of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as “the company” or “the issuer”) bondholders\’ meeting, clarify the powers and obligations of bondholders\’ meeting, and safeguard the rights and interests of current 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 corporate bond issuance and transaction and other laws These rules are formulated in accordance with the provisions of administrative regulations, departmental rules, normative documents and relevant business rules of Shenzhen Stock Exchange and in combination with the actual situation of the bonds.
The basic elements and important agreements of the current bonds, such as the abbreviation and code of the bonds, the issuance date, the payment date, the issuance interest rate, the issuance scale, the rights containing clauses and the setting of investor rights and interests protection clauses, shall be subject to the contents specified in the prospectus and other documents of the current bonds.
1.2 the bondholders\’ meeting shall be established from the completion of the issuance of the bonds to the termination of the creditor’s right and debt relationship of the bonds. The bondholders\’ meeting is composed of the holders who hold the outstanding shares of the bonds (including the holders who hold the bonds through subscription, transaction, assignment, inheritance or other legal means, hereinafter referred to as the “holders”).
During the period of bond listing, the above-mentioned holders shall be the bond holders registered by China Securities Depository and Clearing Co., Ltd., unless otherwise provided by laws and regulations.
1.3 the bondholders’ meeting shall be convened and held in accordance with the procedures agreed in these rules to consider and vote on matters within the scope of authority agreed in these rules.
The holders shall cooperate with the trustee and other conveners of the meeting, actively participate in the bondholders’ meeting, review the proposals of the meeting, exercise their voting rights, cooperate to promote the implementation of the effective resolutions of the holders’ meeting, and safeguard their legitimate rights and interests according to law. The holders attending the meeting shall not use the relevant information obtained at the meeting to engage in illegal activities such as insider trading, market manipulation, interest transmission and securities fraud, so as to damage the legitimate rights and interests of other bondholders.
If an investor holds the bonds through subscription, trading, transfer, inheritance or other legal means, it shall be deemed to agree to and accept the relevant provisions of these rules and be bound by these rules.
1.4 the effective resolutions deliberated and adopted by the bondholders’ meeting in accordance with the procedures agreed in these Rules shall have the same binding force on all holders of the bonds. The results of the bond trustee acting in accordance with the effective resolutions of the bondholders’ meeting shall be borne by all the bondholders. Where there are other provisions in laws and regulations or these rules, such provisions or provisions shall prevail.
1.5 the bondholders’ meeting shall be witnessed by a lawyer. The witness lawyer shall issue legal opinions on the convening, convening and voting procedures of the meeting, the qualifications of the participants, the determination of effective voting rights, the legitimacy and effectiveness of the resolution, etc. The legal opinion shall be disclosed together with the resolution of the bondholders’ meeting.
1.6 the travel expenses, accommodation expenses, etc. incurred by the bondholders attending the bondholders’ meeting shall be borne by the bondholders themselves. The convener of the meeting shall bear the relevant meeting expenses arising from the convening of the bondholders’ meeting. Unless otherwise agreed in these rules, the bond trustee agreement or other agreements.
Chapter II Rights and obligations of bondholders
2.1 rights of bondholders of convertible companies:
(I) enjoy the agreed interest according to the amount of convertible corporate bonds it holds;
(II) participate in or entrust an agent to participate in the bondholders’ meeting and exercise the voting right in accordance with the relevant provisions of laws, administrative regulations and the rules of the bondholders’ meeting;
(III) convert the convertible corporate bonds held into company shares according to the conditions agreed in the prospectus; (IV) exercise the resale right according to the conditions agreed in the prospectus;
(V) transfer, gift or pledge its convertible bonds 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 convertible corporate bonds within the time limit and in the manner agreed in the prospectus; (VIII) other rights conferred by laws, administrative regulations and the articles of association as creditors of the company. 2.2 obligations of bondholders of convertible companies:
(I) comply with the relevant provisions of the terms of convertible corporate bonds issued by the company;
(II) pay the subscription capital according to the amount of convertible corporate bonds it subscribes;
(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 by laws, regulations and the prospectus;
(V) other obligations to be undertaken by bondholders as stipulated by laws, administrative regulations and the articles of association. Chapter III Scope of authority of bondholders’ meeting
3.1 during the duration of the bonds, the bondholders’ meeting shall, in accordance with the scope of authority agreed in Article 3.2 of these rules, consider and decide on matters of great concern to the interests of the bondholders of the bonds.
Except for the matters agreed in Article 3.2 of these rules, the trustee’s performance of the trustee’s duties in accordance with the bond trustee agreement in order to safeguard the interests of the current bondholders does not need to be authorized by the bondholders’ meeting.
3.2 in case of any of the following circumstances during the duration of the bonds, the decision shall be made through the resolution of the bondholders’ meeting:
(I) important agreements to be changed in the bond prospectus:
1. Change the basic elements of bond repayment (including repayment subject, term, coupon rate adjustment mechanism, etc.); 2. Change credit enhancement or other debt repayment guarantee measures and their implementation arrangements;
3. Change the bond investor protection measures and their implementation arrangements;
4. Change the purpose of the raised funds as agreed in the prospectus;
5. Other major changes involving bond principal and interest repayment arrangements and closely related to solvency.
(II) propose to amend the rules of the bondholders’ meeting;
(III) it is proposed to dismiss or change the bond trustee or change the main contents of the bond trustee agreement (including but not limited to the scope of authorization of entrusted management matters, prevention and resolution mechanism of interest conflict risk, liability for breach of contract closely related to the rights and interests of bondholders, etc.);
(IV) in case of any of the following events, it is necessary to decide or authorize to take corresponding measures (including but not limited to negotiating with the issuer and other relevant parties, initiating and participating in arbitration or litigation proceedings, disposing of collateral or other measures conducive to the protection of investors’ rights and interests):
1. The issuer has or is expected to fail to pay the principal or interest of the bonds on schedule;
2. The issuer has or is expected to fail to pay other interest bearing liabilities other than the current bonds on schedule, the outstanding amount exceeds 50 million yuan and reaches more than 10% of the latest audited net assets of the issuer’s parent company, which may lead to the default of the current bonds;
3. Important subsidiaries within the scope of the issuer’s consolidated statements (refer to subsidiaries whose audited total assets, net assets or operating income account for more than 30% of the corresponding subjects of the issuer’s consolidated statements in the latest period) have failed or are expected to fail to pay interest bearing liabilities on schedule, and the outstanding amount exceeds 50 million yuan and reaches more than 10% of the audited net assets in the latest period of the issuer’s consolidated statements, And may lead to default of the bonds;
4. Capital reduction of the issuer (except for capital reduction caused by share repurchase due to employee stock ownership plan, equity incentive share repurchase, share repurchase for convertible corporate bonds issued by the conversion company, performance commitment and share repurchase necessary to maintain the company’s value and shareholders’ rights and interests), merger, division, ordered to stop production and business, suspended or revoked license, custody Dissolution, application for bankruptcy or entering bankruptcy proceedings according to law;
5. The issuer’s management fails to perform its duties normally, resulting in serious uncertainty of the issuer’s solvency;
6. The issuer or its controlling shareholder or actual controller faces serious uncertainty in its solvency due to the transfer of assets free of charge or with obviously unreasonable consideration, abandonment of creditor’s rights, provision of large amount of guarantee, etc; 7. Major adverse changes have taken place in the credit enhancement subject, credit enhancement measures or other debt repayment guarantee measures;
8. Other events that have a significant adverse impact on the rights and interests of bondholders occur.
(V) the issuer proposes a major debt restructuring plan;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules, normative documents or agreed in the prospectus and these rules that the bondholders’ meeting shall make a resolution.
Chapter IV preparation of bondholders’ meeting
Section 1 convening of the meeting
4.1.1 the bondholders’ meeting is mainly convened by the trustee.
During the duration of the current bonds, in case of any of the circumstances agreed in Article 3.2 of these rules and the proposal to be deliberated that meets the requirements agreed in these rules, the trustee shall, in principle, convene the bondholders’ meeting within 15 trading days, unless the meeting is postponed with the consent of bondholders who individually or jointly hold more than 30% of the total outstanding bonds of the current period. In principle, the extension time shall not exceed 15 trading days.
4.1.2 the issuer, bondholders, guarantors who individually or jointly hold more than 10% of the outstanding shares of the current bonds, or other institutions or individuals providing credit enhancement or debt repayment guarantee measures (hereinafter referred to as the “proposer”) have the right to propose that the trustee convene a bondholder meeting.
If the proposer intends to propose to convene a shareholders’ meeting, it shall notify the trustee in writing and put forward a proposal to be deliberated that meets the scope of authority and other requirements agreed in these rules. The trustee shall, within 5 trading days from the date of receiving the written proposal, reply in writing to the proposer whether to convene the shareholders’ meeting, and explain the specific arrangements for convening the meeting or the reasons for not convening the meeting. If the proposer agrees to convene the meeting, the holder’s meeting shall be convened within 15 trading days from the date of written reply, unless the proposer agrees to postpone the meeting.
When the bondholders holding more than 10% of the outstanding shares of the current bonds propose to convene the bondholders’ meeting, they can jointly elect a representative as the contact person to assist the trustee in completing the work related to the convening of the meeting.
4.1.3 if the trustee does not agree to convene the meeting or should convene but fails to convene the meeting, the issuer, bondholders, guarantors who individually or jointly hold more than 10% of the outstanding shares of the current bonds, or other institutions or individuals providing credit enhancement or debt repayment guarantee measures have the right to convene the bondholders’ meeting on their own, The trustee shall provide necessary assistance for convening the bondholders’ meeting, including: assisting in disclosing the bondholders’ meeting notice, meeting results and other documents, querying the bondholders’ register on behalf of the convener and providing contact information, assisting the convener in contacting the relevant organizations or personnel that should attend the meeting as nonvoting delegates, etc.
Section II proposal and amendment
4.2.1 the proposals submitted to the bondholders’ meeting for deliberation shall comply with the relevant provisions or agreements of laws, administrative regulations, departmental rules, normative documents, business rules of securities trading places and these rules, and have clear and feasible resolutions.
In principle, the resolution matters of the bondholders’ meeting to consider the proposal shall include the specific scheme or measures to be resolved, the implementation subject, implementation time and other relevant important matters.
4.2.2 after the convener discloses the notice of the bondholders’ meeting, the trustee, the issuer, the bondholders, guarantors who individually or jointly hold more than 10% of the outstanding shares of the current bonds, or other institutions or individuals providing credit enhancement or debt repayment guarantee measures may put forward proposals in writing, and the convener shall submit the relevant proposals to the bondholders’ meeting for deliberation.
The convener shall specify the method and time limit requirements for the proposal proposed by the proposer in the meeting notice.
4.2.3 if the proposal proposed to be considered by the trustee and bondholders requires the issuer or its controlling shareholder and actual controller, successor of bond repayment obligation, guarantor or other institutions or individuals providing credit enhancement or debt repayment guarantee measures to perform their obligations, promote and implement them, the convener and the proposer shall fully communicate and negotiate with relevant institutions or individuals in advance, Form practical proposals as far as possible.
If the proposal to be considered proposed by the trustee, the issuer, the guarantor or other institutions or individuals providing credit enhancement or debt repayment guarantee measures requires the consent or promotion and implementation of the bondholders, the convener and the proposer shall fully communicate and negotiate with the main investors in advance to form a practical proposal as far as possible.
4.2.4 the bondholders’ meeting intends to authorize the trustee or elected representative to negotiate and sign an agreement with the issuer or its controlling shareholder and actual controller, the successor of bond repayment obligations, the guarantor or other institutions or individuals providing credit enhancement or debt repayment guarantee measures on behalf of the bondholders, so as to initiate or participate in arbitration and litigation proceedings on behalf of the bondholders, The sponsor shall specify the following scope of authorization in the resolution matters of the proposal for the bondholders to choose:
(I) the specific scope of authorization specifically authorizing the trustee or the elected representative to handle relevant affairs on behalf of the bondholders, including but not limited to: reaching a negotiation agreement or mediation agreement, voting on the draft reorganization plan and settlement agreement of the issuer in bankruptcy proceedings and other acts that may materially affect or even impair or transfer the interests of the bondholders.
(II) authorize the trustee or the elected representative to handle relevant affairs on behalf of the bondholders, and specify the specific scope of authorization when reaching a negotiation agreement or mediation agreement, voting on the draft reorganization plan and settlement agreement of the issuer in bankruptcy proceedings, especially when making acts that may impair and transfer the interests of the bondholders, It shall seek the opinions of bondholders in advance or convene a bondholder meeting for deliberation and act in accordance with the opinions of bondholders.
4.2.5 the convener shall fully communicate with relevant proponents and interested parties involved in all proposals to be submitted for deliberation, modify and improve the proposals or assist the proponents to modify and improve the proposals, so as to ensure that the proposals submitted for deliberation comply with the provisions of article 4.2.1 of these rules as far as possible, and there is no substantive contradiction between the proposals to be considered at the same holder meeting.
If the convener, after full communication with the proposer, still fails to avoid any substantial contradiction between the pending items of the proposal to be considered at the same bondholder meeting, the relevant proposal shall be voted in accordance with article 5.2.6 of these rules. The convener shall specify the proposals, voting procedures and effective conditions involved in the voting in the notice of the bondholders’ meeting.
4.2.6 same as submission
