Securities code: Jiangxi Zhengbang Technology Co.Ltd(002157) securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2022084 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Co., Ltd
Notice on convening the first bondholders’ meeting of “Zhengbang convertible bonds” in 2022. The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1. According to the provisions of Jiangxi Zhengbang Technology Co.Ltd(002157) “prospectus for public issuance of convertible corporate bonds” and “rules of convertible bondholders’ meeting”, the resolutions made by the bondholders’ meeting shall be valid only with the consent of the holders (or the agent of the bondholders) of more than half of the face value of the outstanding bonds present at the meeting.
2. The resolutions of the bondholders’ meeting shall take effect from the date of voting, but if they need to be approved by the competent authority, they can take effect only after being approved by the competent authority. In accordance with relevant laws and regulations, the company’s prospectus for public issuance of convertible corporate bonds and the rules of the bondholders’ meeting of convertible companies, the resolutions deliberated and adopted by the bondholders’ meeting, It is equally binding 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 current convertible bonds after the relevant resolution is passed).
3. The matters to be considered this time are the termination of some investment projects of funds raised by the company’s public issuance of convertible corporate bonds in 2019 and the permanent supplement of working capital with the balance of funds raised. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, after the matter is deliberated and approved by the general meeting of shareholders, the company will give the holders of “Zhengbang convertible bonds” the right to sell back at one time within 20 trading days after the adoption of the general meeting of shareholders, that is, the holders have the right to sell back all or part of the “Zhengbang convertible bonds” held by them to the company at the price of face value plus accrued interest for the current period. The holders of “Zhengbang convertible bonds” can carry out the resale within the additional resale reporting period announced by the company. If the resale is not carried out within the additional resale reporting period, they shall not exercise the additional resale right.
Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”) the 38th meeting of the 6th board of directors proposed to convene the first bondholders’ meeting of “Zhengbang convertible bonds” in 2022 on June 6, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session
This meeting is the first bondholder meeting of “Zhengbang convertible bonds” in 2022.
(II) Convener
The board of directors of the company. On May 20, 2022, the company held the 38th meeting of the 6th board of directors, deliberated and adopted the proposal on proposing to convene the first bondholder meeting of “Zhengbang convertible bonds” in 2022. (III) legality and compliance of the meeting
The convening and convening procedures of this bondholders’ meeting comply with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association, the rules for bondholders’ meeting of convertible companies and other relevant provisions of the company.
(IV) date and time of the meeting
The meeting will begin at 10:00 a.m. on Monday, June 6, 2022 and last for half a day.
(V) convening method of the meeting
The meeting was held by combining on-site and communication voting, and the voting was conducted by open ballot. (VI) creditor’s rights registration date of the meeting
Friday, May 27, 2022.
(VII) attendees
1. All holders of “Zhengbang convertible bonds” on the creditor’s rights registration date
As of Friday, May 27, 2022, the bondholders of “Zhengbang convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All bondholders have the right to attend the bondholders’ meeting and may entrust agents to attend the meeting and vote; The agent need not be a bondholder of the company.
The following bondholders can express their opinions at the bondholders’ meeting, but have no voting rights, and the number of convertible corporate bonds they represent is not included in the number of bondholders attending the bondholders’ meeting: ① the bondholders are the shareholders of the company holding more than 5% of the company’s equity; ② Related parties of the shareholders, the company and the guarantor (if any) of the above company.
2. Directors, supervisors and senior managers of the company.
3. Lawyers and other relevant personnel employed by the company.
(VIII) meeting place
Conference room of the company, No. 569, aixihu 1st Road, high tech Development Zone, Nanchang City, Jiangxi Province.
2、 Matters considered at the meeting
The meeting plans to consider the proposal on terminating some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital, which has been deliberated and adopted at the 38th meeting of the sixth board of directors and the 30th meeting of the sixth board of supervisors.
For details of the announcement on the termination of some investment projects with raised funds and the permanent replenishment of working capital with the balance of raised funds (Announcement No.: 2022082), see the information disclosure media designated by the company on May 21, 2022, such as Securities Daily, securities times, Shanghai Securities News and Juchao information（ http://www.cn.info.com.cn. ）。 3、 Meeting registration items
（1） Registration method
1. If the bond holder is a legal person and the legal representative is present, he / she shall hold the ID card of the legal representative, the copy of the business license of the enterprise legal person (stamped with official seal), the valid certificate of the qualification of the legal representative, the copy of the securities account card holding the current outstanding bonds (stamped with official seal), or other supporting documents required by applicable laws, and the return receipt of the meeting (see Annex III for the format of the return receipt of the meeting); If the entrusted agent is present, he / she shall hold the ID card of the agent, the copy of the business license of the enterprise legal person (with official seal), the copy of the ID card of the legal representative (with official seal), the valid certificate of the qualification of the legal representative, the power of attorney of the legal person (see Annex I for the style of the power of attorney), the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents required by applicable laws Attendance receipt (see Annex III for the style of attendance receipt).
2. If the bond holder is an unincorporated entity and the person in charge is present, the person in charge shall hold the ID card of the person in charge, the copy of the business license (with official seal), the valid certificate of the person in charge’s qualification, the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents and the receipt of participation as required by applicable laws (see Annex III for the format of the receipt of participation); If the entrusted agent is present, the agent’s ID card, the copy of the bondholder’s business license (with official seal), the copy of the person in charge’s ID card (with official seal), the valid certificate of the person in charge’s qualification, the power of attorney (see Annex I for the style of the power of attorney), the copy of the securities account card holding the current outstanding bonds (with official seal) or other supporting documents required by applicable laws Attendance receipt (see Annex III for the style of attendance receipt).
3. If the bond holder is a natural person, if he / she attends the meeting, he / she shall hold his / her ID card, a copy of the securities account card holding the current outstanding bonds, and the receipt of the meeting (see Annex III for the format of the receipt of the meeting); If the entrusted agent attends the meeting, it shall hold the agent’s own ID card, a copy of the principal’s ID card, a power of attorney (see Annex I for the style of the power of attorney), a copy of the securities account card of the principal holding the current outstanding bonds, and a receipt for attending the meeting (see Annex III for the style of the receipt for attending the meeting).
4. Non local bondholders can register by letter or email with the above relevant certificates, and do not accept telephone registration.
5. If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized.
(II) registration time
Before 16:00 pm on May 30, 2022.
(III) place of registration
Securities Department of the company, No. 569, aixihu 1st Road, high tech Development Zone, Nanchang City, Jiangxi Province.
4、 Voting procedure and effectiveness of the meeting
1. The bondholders’ meeting shall vote by means of on-site open ballot or communication (see Annex II for the voting style). If bondholders choose to exercise their voting rights by means of communication, they shall deliver the voting votes to the Securities Department of the company by on-site delivery and mail letter before 16:00 p.m. on May 30, 2022 (the mail letter shall be subject to the signing time of the company’s staff); Or send the scanned copy to the email address designated by the company [email protected]. And mail the original to the Securities Department of the company within the specified time. The contact information of the meeting is as follows:
(1) Contact: Zhu Jianxia, Liu Shu, sun Mingxiao;
(2) Tel: 079186397153;
(3) Email: [email protected]. 。
Bondholders who fail to deliver or delay the delivery of voting votes shall be deemed not to attend the meeting.
2. When the bondholders or their agents vote on the matters to be considered, they can only vote: agree or disagree or abstain. The voting results corresponding to the voting rights held by the votes that are not filled in, wrongly filled in and illegible shall be counted as invalid votes and shall not be counted into the voting results. A vote not cast shall be deemed as a waiver of voting rights by the voter and shall not be included in the voting results.
3. Each “Zhengbang convertible bond” bond (with a face value of RMB 100) has one vote.
4. Unless otherwise specified in the rules of the bondholders’ meeting of convertible companies, the resolutions made by the bondholders’ meeting shall be valid only with the consent of the holders (or the bondholders’ agent) of more than half of the face value of the outstanding bonds present at the meeting.
5. The resolutions of the bondholders’ meeting shall take effect from the date of voting, but if they need to be approved by the competent authority, they can take effect only after being approved by the competent authority. In accordance with relevant laws and regulations, the company’s prospectus for public issuance of convertible corporate bonds and the rules of the bondholders’ meeting of convertible companies, the resolutions deliberated and adopted by the bondholders’ meeting, It is equally binding 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 current convertible bonds after the relevant resolution is passed).
6. After the bondholders’ meeting makes a resolution, the board of directors of the company shall notify the bondholders in the form of announcement and be responsible for implementing the resolution of the meeting.
7. The matters to be considered this time are the termination of the investment projects of some raised funds from the company’s convertible corporate bonds and the permanent supplement of the remaining raised funds to the working capital. According to the regulations, after the matter is deliberated and approved by the general meeting of shareholders, the company will give the holders of “Zhengbang convertible bonds” the right to sell back at one time within 20 trading days after the adoption of the general meeting of shareholders, that is, the holders have the right to sell back all or part of the bonds held by them to the company at the price of face value plus accrued interest of the current period. The holders of “Zhengbang convertible bonds” can carry out the resale within the additional resale reporting period announced by the company. If the resale is not carried out within the additional resale reporting period, they shall not exercise the additional resale right. 5、 Other matters
1. Bondholders (or agents) attending the meeting on site need to register for attendance. Those who fail to register for attendance cannot exercise their voting rights.
2. The duration of the meeting is half a day. The travel expenses, accommodation expenses, etc. of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
6、 Documents for future reference
Resolution of the 38th meeting of Jiangxi Zhengbang Technology Co.Ltd(002157) the 6th board of directors.
It is hereby announced
Board of directors of Jiangxi Zhengbang Co., Ltd
May 21, 2002 Annex I:
Power of attorney
I hereby entrust Mr. (Ms.) to attend the first bondholders’ meeting of “Zhengbang convertible bonds” of Jiangxi Jiangxi Zhengbang Technology Co.Ltd(002157) Co., Ltd. in 2022 on behalf of me (the company), and vote on the following proposals according to the following instructions at this meeting. If no instructions are given, the agent has the right to vote according to his own wishes. The validity period of the entrustment is from the date of signing the power of attorney to the end of the bondholders’ meeting. In case of any conflict between the voting opinions indicated in this power of attorney and the voting votes, this power of attorney shall prevail, and the validity of this power of attorney shall be deemed as the voting votes.
Remarks: agree to oppose the abstention proposal
Code proposal name check box
Objective can
vote
About the termination and settlement of some investment projects with raised funds
1.00 √
Proposal on permanent replenishment of working capital with remaining raised funds
Name and seal of the trustor: signature of legal representative / person in charge: ID card or business license number of the trustor: securities account card number of the trustor: number of bonds held by the trustor (face value of 100 yuan is one piece): signature of the trustee: ID card number of the trustee:
Date of entrustment: mm / DD / yyyy, valid until mm / DD / yyyy
Annex II:
Jiangxi Zhengbang Technology Co.Ltd(002157)
“Zhengbang convertible bonds” vote at the first bondholders’ meeting in 2022
Remarks: agree to oppose the waiver proposal
