Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Rules for the meeting of bondholders of publicly issued convertible companies
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders’ meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company” or “the issuer”), define the powers 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 detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and other normative documents, and in combination with the actual situation of the company, these rules are hereby formulated.
Article 2 convertible corporate bonds under these rules are convertible corporate bonds (hereinafter referred to as “this convertible bond”) issued by the company in accordance with the prospectus for Suzhou Huaya Intelligence Technology Co.Ltd(003043) public offering of convertible corporate bonds (hereinafter referred to as “the prospectus for convertible bonds”). The bond holder is the investor who obtains this convertible bond through subscription, transaction, 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. 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.
Article 4 the resolutions deliberated and adopted by the bondholders’ meeting in accordance with these Rules shall have the same effect and 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, bondholders who hold the convertible bonds without voting rights, and the holders who accept the convertible bonds after the relevant resolutions are passed, the same below).
Where bondholders exercise their rights alone, the relevant provisions of these Rules shall not apply. The independent exercise of rights by bondholders shall not conflict with the resolutions adopted at the bondholders’ meeting.
The bondholders’ meeting may vote on matters related to the interests of all bondholders, but shall not interfere with the normal business activities of the issuer.
For matters within the scope of authority of the bondholders’ meeting stipulated in these rules, bondholders shall safeguard their own interests through the bondholders’ meeting; For other matters, bondholders shall exercise their rights and safeguard their own interests in accordance with laws, administrative regulations and the provisions of the prospectus for convertible bonds.
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:
1. The amount of convertible bonds held by them in accordance with the prospectus;
2. Convert the current convertible bonds held into the company’s shares according to the conditions agreed in the convertible bond prospectus;
3. Exercise the resale right according to the conditions agreed in the prospectus for convertible bonds;
4. Transfer, gift or pledge the current convertible bonds held by them in accordance with laws, administrative regulations and the articles of Association; 5. Obtain relevant information in accordance with the law and the articles of Association;
6. Require the company to pay the principal and interest of the current convertible bonds according to the time limit and method agreed in the prospectus for convertible bonds;
7. Participate in or appoint an agent to participate in the bondholders’ meeting and exercise the voting right in accordance with the relevant provisions of laws, administrative regulations and these rules;
8. 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:
1. Comply with the relevant provisions of the terms of the current convertible bonds issued by the company;
2. Pay the subscription capital according to the amount of current convertible bonds it has subscribed for;
3. Abide by the effective resolutions formed at the bondholders’ meeting;
4. Except for the provisions of laws and regulations and the provisions of the prospectus for convertible bonds, the company shall not be required to prepay the principal and interest of the current convertible bonds;
5. Other obligations that should be undertaken by the current bondholders of convertible corporate bonds in accordance with laws, administrative regulations 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:
1. When the company proposes to change the plan agreed in the convertible bond prospectus, it shall make a resolution on whether to agree to 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;
2. When the company fails to pay the principal and interest of the convertible bonds on schedule, it shall make a resolution on whether to agree to the relevant solutions, whether to force the company and the guarantor (if any, the same below) to repay the principal and interest of the bonds through litigation and other procedures, and whether to participate in the legal proceedings of the company’s reorganization, reconciliation, reorganization, reorganization or bankruptcy;
3. When the company reduces its capital (except for the share repurchase due to equity incentive, the performance commitment of the counterparty corresponding to previous acquisition transactions, and the capital reduction caused by the company’s share repurchase according to law), merger, division, takeover, closure, dissolution or application 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;
4. When there is a material adverse change 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;
5. 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;
6. Make resolutions on the amendment of these rules to the extent permitted by law;
7. Make resolutions on the change and dismissal of the bond trustee;
8. 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 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, in case of any of the following circumstances, the board of directors or bond trustee of the company shall convene a meeting of bondholders:
1. The company intends to change the provisions of the prospectus for convertible bonds;
2. The company fails to pay the principal and interest of the current convertible bonds on schedule;
3. 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;
4. In case of material 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;
5. Other events that have a significant and substantial impact on the rights and interests of bondholders;
6. Holders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of the current convertible bonds propose in writing to convene a bondholder meeting;
7. Other matters that should be considered and decided by the bondholders’ meeting in accordance with laws, administrative regulations, China Securities Regulatory Commission, Shenzhen Stock Exchange and these rules.
The following institutions or persons may propose to convene a bondholder meeting:
1. The board of directors of the company;
2. Holders who individually or jointly hold more than 10% of the total face value of the current convertible bonds and outstanding bonds;
3. Other institutions or persons specified by laws, regulations and the CSRC.
Article 11 within 15 days from the date of occurrence of the events specified in Article 10 of these rules, if the board of directors and the bond trustee of the company fail to perform their 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 a notice of convening the bondholders’ meeting in the form of announcement.
Article 12 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.
Article 13 the convener of the bondholders’ meeting shall announce the notice of the bondholders’ meeting on the media designated by the CSRC. The notice of bondholders’ meeting shall include the following contents:
1. Time, place, convener and voting method of the meeting;
2. Proposals submitted to the meeting for deliberation shall fall within the scope of authority of the holders’ meeting, have clear resolutions, and comply with the relevant provisions of laws, regulations and these rules;
3. Explain in obvious words: all bondholders have the right to attend the bondholders’ meeting and may entrust agents to attend the meeting and vote;
4. Determine the registration date of creditor’s rights of bondholders who are entitled to attend the bondholders’ meeting;
5. Documents that must be prepared and 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;
6. Name of convener, name and telephone number of permanent contact for conference affairs;
7. Other matters to be notified by the convener.
The supplementary notice of bondholders’ meeting (if any) shall be announced on the same designated media that publishes the notice of the meeting.
Article 14 the creditor’s rights registration date of the bondholders’ meeting shall not be earlier than 10 days of 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 holders of the current convertible bonds registered in the custody register of China Securities Depository and Clearing Co., Ltd. or other institutions required by applicable laws shall be the bondholders who have the right to attend the bondholders’ meeting.
Article 15 in principle, the place for holding the on-site meeting of bondholders shall be the domicile of the issuer. The meeting place shall be provided by the company or the convener of the bondholders’ meeting.
Article 16 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 17 when convening a bondholders’ meeting, the convener shall hire a lawyer to give legal opinions on the following matters: 1. Whether the convening and convening procedures of the meeting comply with the provisions of laws, regulations and these rules;
2. Whether the qualifications of the participants and the convener are legal and valid;
3. Whether the voting procedures and results of the meeting are legal and valid;
4. Issue legal opinions on other relevant matters at the request of the caller.
Article 18 the convener shall prepare the signature book of the participants. The signature book should include the name of the meeting (name of the unit), 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), etc.
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 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 represent more than 10% of the face value of the outstanding bonds of the convertible 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. If the proposal does not meet the requirements of the meeting (including the supplementary proposal in the notice of the bondholders), it shall not be added to the notice of the meeting.
Article 21 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, board and lodging expenses, etc. of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
The company may attend the bondholders’ meeting without voting rights. If the bondholder is a shareholder holding more than 5% of the company’s shares, or an affiliate of the above shareholders, the company and the guarantor (if any), such bondholder may express his opinions at the bondholder meeting, but has no voting rights, and the number of convertible bonds represented by him shall not be included in the number of convertible bonds with voting rights when calculating whether the resolution of the bondholder meeting is passed. It is determined that the equity registration date of the above issuer’s shareholders is the creditor’s rights registration date. With the consent of the chairman of the meeting, the guarantor of this convertible bond (if any) or other important interested parties may attend the bondholders’ meeting and have the right to explain relevant matters without voting rights.
Article 22 If bondholders attend the meeting in person, they shall show their identity documents and securities account cards holding outstanding bonds or other supporting documents required by applicable laws. If bondholders’ legal representatives or responsible persons attend the meeting, they shall show their identity documents Valid certificates of the qualification of the legal representative or person in charge, and securities account cards holding outstanding bonds or other certificates required by applicable laws. If an agent is entrusted to attend the meeting, the agent shall show his identity certificate, the power of attorney issued by the principal (or his legal representative or person in charge) according to law, and the identity certificate of the principal
