Shanghai Nenghui Technology Co.Ltd(301046)
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 Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company” or “the issuer”), define the rights 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 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 gem (for Trial Implementation), the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws and regulations and other normative documents, as well as the provisions of Shanghai Nenghui Technology Co.Ltd(301046) articles of association, and in combination with the actual situation of the company.
Article 2 convertible corporate bonds under these rules are convertible corporate bonds (hereinafter referred to as “current convertible bonds” or “this bond”) 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”). The bond holder is an investor who obtains current convertible 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 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 current convertible bonds without voting rights, and bondholders who accept current convertible bonds after the adoption of relevant resolutions, the same below).
Article 5 investors who subscribe, hold or accept the current 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 current convertible bonds:
1. 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;
2. Convert the convertible corporate bonds held into A-Shares of the company according to the agreed conditions;
3. Exercise the resale right according to the agreed conditions;
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 the law and the articles of Association;
6. Require the company to repay the principal and interest of convertible corporate bonds according to the agreed time limit and method;
7. Enjoy the agreed interest according to the amount of convertible corporate bonds it holds;
8. Other rights conferred by laws, administrative regulations and the articles of association as creditors of the company. Article 7 obligations of holders of current convertible bonds:
1. Comply with the relevant provisions of the terms of convertible corporate bonds issued by the company;
2. Pay the subscription capital according to the amount of convertible corporate bonds it subscribes;
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 corporate bonds, the company shall not be required to prepay the principal and interest of convertible corporate bonds;
5. 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
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 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 terms in the prospectus, etc;
2. When the company fails to pay the principal and interest of the current 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) to repay the principal and interest of the bonds through litigation and other procedures, and whether to participate in the legal procedures of rectification, reconciliation, reorganization or bankruptcy of the issuer;
3. When the company reduces capital (except for capital reduction caused by employee stock ownership plan, equity incentive or repurchase of shares necessary to maintain 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 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. Make a resolution on the amendment of these rules to the extent permitted by law;
6. 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;
7. Make resolutions on whether to agree to change or dismiss the bond trustee, or whether the company and the bond trustee modify the main contents of the bond trustee agreement or reach relevant supplementary agreements;
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 or the bond trustee of the company. The board of directors or 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 notice of the meeting shall be sent to all bondholders and relevant participants 15 days before the meeting.
Article 10 in case of any of the following circumstances during the duration and redemption period of convertible corporate bonds, a meeting of bondholders shall be convened:
1. It is proposed to change the agreement in the prospectus of convertible bonds;
2. It is proposed to amend the rules of the meeting of convertible bond holders;
3. It is proposed to change the main contents of the convertible bond trustee or trustee agreement;
4. The issuer fails to pay the principal and interest of this convertible bond on schedule;
5. The capital reduction of the issuer (except for the capital reduction caused by the employee stock ownership plan, equity incentive or the repurchase of shares necessary for the company to maintain the company’s value and shareholders’ rights and interests), merger, etc. may lead to significant adverse changes in the solvency, and it is necessary to decide or authorize to take corresponding measures;
6. The issuer is divided, entrusted, dissolved, applies for bankruptcy or enters bankruptcy proceedings according to law;
7. Significant changes have taken place in the guarantor (if any), collateral (if any) or other debt repayment guarantee measures; 8. The issuer and bondholders who individually or jointly hold more than 10% of the total amount of convertible bonds propose in writing to convene the meeting;
9. The issuer’s management cannot perform its duties normally, resulting in serious uncertainty in the issuer’s debt repayment ability;
10. The issuer proposes a debt restructuring plan;
11. Other events that have a significant impact on the rights and interests of bondholders occur.
Article 11 the following institutions or persons may propose to convene a bondholder meeting:
1. The board of directors of the company;
2. Bondholders who individually or jointly hold more than 10% of the total face value of the outstanding bonds of the current convertible bonds; 3. Bond trustee;
4. Other institutions or persons stipulated by laws, administrative regulations, and the CSRC and Shenzhen Stock Exchange.
If the securities trustee fails to perform its duties in accordance with the provisions of these rules and holds more than 10% of the total face value of the outstanding bonds of the convertible bonds alone or in total, the bondholders shall have the right to issue 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, 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.
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 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. Date, specific time, place and holding 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 agents to attend the meeting and vote;
4. 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;
5. Determine the registration date of creditor’s rights of bondholders who are entitled to attend the bondholders’ 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 be the 5th trading day 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 current 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 the bondholders’ meeting shall set up a venue and be held in the form of on-site meeting. The company may also adopt network, communication or other means to facilitate bondholders’ participation in the meeting. If bondholders attend the meeting in the above ways, they shall be deemed to be present.
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 be responsible for making the signature book of the participants. The signature book shall contain the name (or unit name) of the participants, ID card number (or unified social credit code), address, face value of the bonds held or represented with voting rights, name (or unit name) of the principal, etc.
Chapter V proposals, attendees and rights of bondholders’ meeting
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 hold more than 10% of the total face value of the outstanding bonds of the current period of convertible bonds have the right to put forward interim proposals to the bondholders’ meeting; The issuer 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 bonds 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 resolutions shall be made. Article 22 bondholders (or their legal representatives and responsible persons) may attend and vote at the bondholders’ meeting in person or entrust an agent to attend and vote on their behalf. The travel expenses and accommodation expenses of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
Article 23 If the bondholders attend the meeting in person, they shall produce their 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 produce 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 current outstanding bonds or other supporting documents required by applicable laws.
Article 24 the power of attorney issued by the bondholder to entrust others to attend the bondholder’s meeting shall specify the following contents:
1. Name and ID card number of the agent;
2. The authority of the agent, including but not limited to whether it has voting rights;
3. Specific instructions to vote for, against or abstain from voting on each item included in the agenda of the bondholders’ meeting;
4. The date of issuance and validity of the power of attorney;
5. 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 25 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 current 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 names of the bondholders and / or agents attending the bondholders’ meeting and the number of current convertible bonds with voting rights held by them.
The above list of bondholders shall be obtained by the issuer from the securities registration and clearing institution and provided to the convener free of charge.
Chapter VI bonds
