Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Rules of bondholders’ meeting for public issuance of convertible corporate bonds chapter I General Provisions
Article 1 in order to regulate the organization and behavior of the bondholders’ meeting of Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as the “company”) convertible corporate bonds (hereinafter referred to as the “bonds”), clarify the powers and obligations of the bondholders’ meeting, and safeguard the legitimate rights and interests of bondholders, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China These rules are formulated in accordance with the provisions of laws, regulations and other normative documents such as the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, the measures for the administration of convertible corporate bonds 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 “this convertible bond” or “this bond”) issued by the company in accordance with the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as “the prospectus”), and the bond holder is through subscription Investors who obtain and hold this convertible bond through trading 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 resolutions deliberated and adopted by the bondholders’ meeting in accordance with these rules, 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, bondholders who hold the convertible bonds without voting rights, and bondholders 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. 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 bonds held into A-Shares of the company according to the agreed conditions;
3. Exercise the resale right according to the conditions agreed in the 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 convertible bonds within the time limit and in the manner agreed in the prospectus;
7. Other rights conferred by laws, administrative regulations and the articles of association as creditors of the company.
Article 7 obligations of holders of convertible bonds:
1. Comply with the relevant provisions of the terms of the company’s issuance of convertible bonds;
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. Except for the provisions of laws and regulations and the provisions of the prospectus, the company shall not be required to prepay the principal and interest of convertible bonds;
5. Other obligations to be undertaken by the holders of convertible bonds 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 convertible bonds on schedule, it shall 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 procedures of rectification, reconciliation, reorganization or property destruction of the issuer;
3. When the company reduces its capital (except for the capital reduction caused by share repurchase due to equity incentive), 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 the guarantor (if any) has a major adverse change, 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 bondholders’ meeting
Section 1 convening of bondholders’ meeting
Article 9 during the duration of this convertible bond, 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;
2. The company fails to pay the principal and interest of the convertible corporate bonds on schedule;
3. The company has capital reduction (except for capital reduction caused by share repurchase due to equity incentive), merger, division, dissolution or application for bankruptcy;
4. The guarantor (if any) or collateral (if any) has changed significantly;
5. Other events that have a significant material impact on the rights and interests of bondholders;
6. Amend these rules;
7. Other matters that shall be deliberated 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:
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 convertible bonds; 3. Other institutions or persons specified by the CSRC.
Article 10 the bondholders’ meeting shall be convened by the board of directors of the company.
Article 11 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 board of directors of the company shall announce the notice of bondholders’ meeting on at least one designated newspaper and website designated by the securities regulatory authority 15 days before the meeting. The meeting notice 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. It shall be clearly stated in words: all bondholders have the right to attend the bondholders’ meeting and may entrust an agent to attend the meeting and vote;
4. The content requirements of the power of attorney and the time and place of delivery;
5. Determine the creditor’s rights registration date 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 12 within 15 days from the date of occurrence of the events specified in Article 9 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 13 after the issuance of the notice of the bondholders’ meeting, the time of the bondholders’ meeting shall not be changed unless due to force majeure; If it is really necessary to change the holding time of the bondholders’ meeting due to force majeure, the creditor’s rights registration date of the bondholders shall not be changed. In case of the above circumstances, the convener shall notify all bondholders in the form of announcement and explain the reasons at least 5 trading days before the scheduled bondholders’ meeting.
Article 14 the bondholders’ meeting shall set up a venue and be held in the form of on-site meeting. The company may also provide convenience for bondholders to attend the meeting through network, communication or other means. If bondholders attend the meeting in the above ways, they shall be deemed to be present.
Article 15 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 16 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 17 the convener shall be responsible for making 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.
Section 2 proposals, attendees and rights of bondholders’ meeting
Article 18 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 19 bondholders who individually or jointly hold 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 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 on the media designated by the securities regulatory authority or the website of Shenzhen Stock Exchange within 2 trading days from the date of receiving the temporary proposal, and announce the contents of the temporary proposal.
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 adopted.
Article 20 the creditor’s rights registration date of the bondholders’ meeting shall be the fifth trading day before the date of the bondholders’ meeting. At the close of the market on the creditor’s rights registration date, the bondholders registered in the custody register of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or other institutions required by applicable laws are bondholders who have the right to attend the bondholders’ meeting and exercise their voting rights.
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 and accommodation expenses of the bondholders and their agents attending the bondholders’ meeting shall be borne by the bondholders themselves.
Article 22 If the bondholders attend the meeting in person, they shall produce their identity documents and the securities account card holding the 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 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;
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 24 the convener and lawyers shall jointly verify the qualification and legitimacy of the bondholders attending the meeting according to the list of bondholders who hold 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 names of bondholders and / or agents attending the bondholders’ meeting and the number of 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. Section 3 convening of bondholders’ meeting
Article 25 the bondholders’ meeting shall be held on site or in combination with network or communication. Firstly, the chairman of the meeting shall announce the procedures and precautions of the meeting according to the specified procedures, determine and announce the scrutineer, and then the chairman of the meeting shall read out the proposal, vote after discussion, and form the resolution of the bondholders’ meeting after being witnessed by a lawyer.
Article 26 the bondholders’ meeting shall be chaired and presided over by the authorized representative appointed by the board of directors to attend the meeting. If the board of directors of the company fails to perform its duties, the bondholders (or bondholders’ agents) present at the meeting shall elect a bondholder (or bondholders’ agents) with more than half of the voting rights of the bonds represented at the meeting to serve as the chairman of the meeting and preside over the meeting; If the chairman of the meeting is not jointly elected within 1 hour after the commencement of the meeting, the bondholder (or his agent) who holds the largest total voting rights of the current outstanding bonds attending the meeting shall serve as the chairman and preside over the meeting.
Article 27 the company may appoint directors, supervisors or senior managers to attend the bondholders’ meeting as nonvoting delegates.
With the consent of the convener, other important interested parties may attend the meeting as nonvoting delegates. At the request of the convener, the company shall appoint at least one director or senior management to attend the meeting. In addition to the restrictions on trade secrets and information disclosure of listed companies, the directors or senior managers attending the meeting shall explain and explain the questions and suggestions of bondholders. Section 4 bonds
