Zhejiang Taitan Co.Ltd(003036)
Rules of meeting of bondholders of convertible companies
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders\’ meeting of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company”), define the functions and obligations of the bondholders\’ meeting, and protect the legitimate rights and interests of bondholders, These rules are hereby formulated in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds, the stock listing rules of Shenzhen Stock Exchange and other normative documents, and in combination with the actual situation of the company.
Article 2 the convertible corporate bonds under these rules are the convertible corporate bonds (hereinafter referred to as the “convertible bonds”) issued by the company in accordance with the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus for convertible corporate bonds”), and the bond holder is through subscription Investors who purchase or obtain this convertible bond by 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 consider 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 shall have the same 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 holders who accept the convertible bonds after the relevant resolutions are passed, the same below).
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:
(I) enjoy the agreed interest according to the amount of convertible bonds it holds;
(II) convert the convertible bonds held this time into the company’s shares according to the conditions agreed in the prospectus for convertible corporate bonds;
(III) exercise the resale right according to the conditions agreed in the prospectus for convertible corporate bonds;
(IV) transfer, gift or pledge its convertible corporate bonds in accordance with laws, administrative regulations and the articles of Association;
(V) obtain relevant information in accordance with laws and the articles of Association;
(VI) require the company to pay the principal and interest of the convertible bonds according to the time limit and method agreed in the prospectus for convertible corporate bonds;
(VII) 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;
(VIII) 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:
(I) comply with the relevant provisions of the terms of the company’s issuance of convertible corporate bonds;
(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 convertible corporate bonds except as stipulated in laws and regulations and the prospectus for convertible corporate bonds;
(V) other obligations to be undertaken by the bondholders of convertible companies as stipulated by 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:
(I) when the company proposes to change the scheme agreed in the prospectus for convertible corporate bonds, 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 bonds, change the interest rate and term of the bonds, cancel the redemption or resale terms in the prospectus for convertible corporate bonds, etc;
(II) when the company fails to pay the principal and interest of convertible corporate bonds on schedule, make a resolution on whether to agree to relevant solutions, whether to force the company and the guarantor (if any) to repay the principal and interest of bonds through litigation and other procedures, and whether 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, performance commitment compensation or the repurchase of shares necessary for the company to maintain 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 resolutions on the scheme for exercising the rights enjoyed by bondholders according to law;
(V) make resolutions on the change and dismissal of the bond trustee;
(VI) 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;
(VII) to make resolutions 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 the bondholders’ meeting shall be convened by the board of directors or the bond trustee of the company. The board of directors and the bond trustee 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 board of directors and bond trustee of the company shall announce the notice on at least one designated newspaper and website 15 days before the meeting.
Article 10 during the duration of this convertible bond, a bondholder meeting shall be convened in case of any of the following circumstances:
(I) the company intends to change the provisions of the prospectus for convertible corporate bonds;
(II) the company fails to pay the principal and interest of the convertible bonds on schedule;
(III) capital reduction of the company (except for capital reduction caused by employee stock ownership plan, equity incentive, performance commitment compensation 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;
(IV) significant change of Guarantor (if any) or collateral (if any);
(V) propose to amend the rules of the meeting of convertible bond holders;
(VI) the management of the company is unable to perform its duties normally, resulting in serious uncertainty in the company’s debt repayment capacity, which requires action according to law;
(VII) the company proposes a debt restructuring plan;
(VIII) other events that have a significant and substantial impact on the rights and interests of bondholders;
(IX) other matters that should be considered and decided by the bondholders’ meeting in accordance with laws, administrative regulations, CSRC, Shenzhen Stock Exchange and these rules.
The following institutions or persons may propose 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 bonds;
(III) trustee:
(IV) other institutions or persons specified by laws, regulations and 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 of the company fails to perform its 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 of this convertible bond shall have the right to issue the 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, nor shall the proposals listed in the notice of the meeting be changed; If it is really necessary to change the holding time of the bondholders’ meeting, cancel the meeting or change the proposals listed in the notice of the meeting due to force majeure, the convener shall notify all bondholders by means of public announcement at least 5 trading days before the 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 issuance of the notice of the bondholders’ meeting, 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:
(I) time, place, convener and voting method of the meeting;
(II) matters submitted to the meeting for deliberation;
(III) it shall be clearly stated in words that all bondholders have the right to attend the bondholders’ meeting and may entrust agents to attend the meeting and vote;
(IV) determine the creditor’s rights registration date of bondholders who are entitled to attend the bondholders’ meeting;
(V) 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;
(VI) name of convener, name and telephone number of permanent contact for conference affairs;
(VII) other matters to be notified by the convener.
Article 14 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 bondholders of the outstanding bonds registered in the custody register of China Securities Depository and Clearing Co., Ltd. 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 15 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 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:
(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;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) issue legal opinions on other relevant matters at the request of the convener.
Article 18 the convener shall prepare the signature book of the participants. The signature book should include the name of the meeting (or unit name), the ID number (or the uniform social credit code), 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’ meetings
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 Articles 8 and 10 of these rules. Bondholders who individually or jointly represent more than 10% of the total 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 a complete temporary proposal 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 name of the bondholders who proposed 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 where the meeting notice is published.
In addition to the above provisions, after the convener issues the bondholders’ meeting notice, it shall not modify the proposals listed in the meeting notice or add new proposals. 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 resolutions shall be made.
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.
Article 22 If the bondholder attends the meeting in person, he / she shall present his / her identity documents and the securities account card holding the outstanding bonds or other supporting documents required by applicable laws. If the bondholder’s legal representative or person in charge attends the meeting, he / she shall present his / her identity documents Valid certificates of the qualification of the legal representative or person in charge and the securities account card holding the 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 principal’s identity certificate, the principal’s securities account card holding the outstanding 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 sent to the convener of the bondholders’ meeting 24 hours before the bondholders’ meeting.
Article 24 the convener and the lawyer shall jointly verify the qualification and legitimacy of the bondholders attending the meeting according to the list of bondholders holding the convertible bonds at the end of the transaction on the creditor’s rights registration date provided by the securities registration and clearing institution, and register the bondholders attending the bondholders’ meeting and their
