Iray Technology Company Limited(688301)
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 Iray Technology Company Limited(688301) (hereinafter referred to as “the company”), define the functions 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of Companies listed on the science and Innovation Board of Shanghai Stock Exchange and other normative documents, as well as the provisions of the Iray Technology Company Limited(688301) articles of Association (hereinafter referred to as the “articles of association”), These rules are hereby formulated 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 the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus for the issuance of convertible bonds”). The bond holders are through subscription, trading The investor who obtains the convertible bonds by transferee 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 consider and vote on matters within the scope of authority specified in these rules according to law. Where a bondholder exercises its rights alone, the relevant provisions of these Rules shall not apply. 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, and the holders who accept the convertible bonds after the relevant resolution is 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 rights of holders of convertible bonds:
（1） Enjoy the agreed interest according to the amount of convertible bonds it holds;
（2） Convert the convertible bonds held into corporate bonds according to the conditions agreed in the prospectus for convertible bonds
Company stock; （3） Exercise the resale right according to the conditions agreed in the convertible bond prospectus; （4） Transfer, gift or pledge the convertible bonds held by them in accordance with laws, administrative regulations and the articles of Association; （5） Obtain relevant information in accordance with laws and articles of Association; （6） Require the company to pay the principal and interest of the convertible bonds within the time limit and in the manner agreed in the prospectus for convertible bonds; （7） 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; （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) abide by the relevant provisions of the terms of this convertible bond issued by the company; （2） Pay the subscription capital according to the amount of convertible bonds subscribed; （3） Abide by the effective resolutions formed at the bondholders’ meeting; （4） The company shall not be required to prepay the principal and interest of this convertible bond except as stipulated by laws, regulations and the prospectus for the offering of convertible bonds; （5） Other obligations to be undertaken by the holders of this convertible bond 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 bondholder meeting is as follows: (1) 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 bonds, change the interest rate and term of the bonds Cancel the redemption or resale clauses in the prospectus for convertible bonds; （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 and whether to force the company and the guarantor (if any) to repay the debts through litigation and other procedures
Make resolutions on the principal and interest of the bonds, and make resolutions on whether to participate in the legal proceedings of the company’s rectification, reconciliation, reorganization or bankruptcy;
（3） 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 and interests), 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 the 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） When matters that have a significant impact on the rights and interests of bondholders occur, 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） 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 and the redemption period, a bondholder meeting shall be convened in case of any of the following circumstances:
（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 this convertible bond payable in the current period 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） The guarantor (if any) or collateral (if any) has changed significantly;
（5） To make resolutions on the amendment of the rules of the bondholders’ meeting within the scope permitted by the provisions of laws, regulations and normative documents;
（6） Other events that have a significant material impact on the rights and interests of bondholders;
（7） Other matters that shall 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 11 the following institutions or persons may propose in writing to convene a bondholder meeting:
（1） The board of directors of the company;
（2） Written proposal of bondholders who individually or jointly hold more than 10% of the total face value of current outstanding convertible bonds;
（3） Other institutions or persons specified by relevant laws and regulations, CSRC and Shanghai Stock Exchange.
Article 12 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 outstanding bonds have the right to send a notice of convening the bondholders’ meeting by means 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, 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.
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 14 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） Matters submitted to the meeting for consideration;
（3） Explain in obvious words: all bondholders have the right to attend the bondholders’ meeting, and may entrust an agent to attend the meeting and exercise the voting right;
（4） Determine the creditor’s rights registration date of bondholders who are entitled to attend the bondholders’ meeting;
（5） Documents that must be prepared and formalities 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.
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 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 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. The company may also provide convenience for bondholders to participate in the meeting through the Internet or other means approved by the CSRC. If bondholders attend the meeting in the above ways, they shall be deemed to attend the 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:
（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 19 the convener shall prepare the signature book of the participants. The signature book shall specify the name (or unit name) of the participants, ID card number (or unified social credit code), domicile, face value of bonds held or represented with voting rights, name of the principal (or unit name), etc.
Chapter V proposals, attendees and rights of bondholders’ meetings
Article 20 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 21 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 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 who proposed the temporary proposal, the proportion of creditor’s rights held and the content of the temporary proposal. The supplementary notice (if any) of the creditors’ meeting 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 22 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. As a bond issuer, the company may attend the bondholders\’ meeting and propose proposals for discussion and decision at the meeting, but has no voting right. If the bondholders are shareholders holding more than 5% of the company’s shares, or the related parties of the above shareholders, the company and the guarantor (if any) (collectively referred to as “other important related parties”), such bondholders may express their opinions and put forward proposals for discussion and decision at the bondholders\’ meeting, but have no voting right, In addition, the number of convertible bonds represented by it shall not be included in the number of convertible bonds with voting rights when calculating whether the resolution of the bondholders\’ meeting is passed. It is determined that the equity registration date of the shareholders of the above company is the creditor’s rights registration date.
With the consent of the chairman of the meeting, the guarantor (if any) or other important interested parties of the bonds may attend the bondholders’ meeting and have the right to explain relevant matters without voting rights.
Article 23 If the bondholder attends the meeting in person, he / she shall show 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 show his / her identity documents Valid certificate of the qualification of the legal representative or person in charge and the securities account card holding the outstanding bonds or as required by applicable laws
