Guangzhou Guanghe Technology Co., Ltd. Rules for Convertible Bondholder Meetings
Chapter 1 General Provisions
Article 1 To regulate the organization and decision-making activities of the bondholder meetings of Guangzhou Guanghe Technology Co., Ltd. (hereinafter referred to as the "Company" or the "Issuer"), clarify the powers and obligations of bondholder meetings, and protect the rights and interests of the holders of the convertible bonds, in accordance with the "Securities Law of the People's Republic of China," the "Company Law of the People's Republic of China," the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "Administrative Measures for Convertible Bonds," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 15 - Convertible Bonds," and the "Shenzhen Stock Exchange Stock Listing Rules," as well as other laws, regulations, normative documents, and the "Articles of Association of Guangzhou Guanghe Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, these Rules are formulated.
Article 2 The convertible bonds under these Rules are the convertible bonds issued by the Company in accordance with the "Prospectus for the Offering of Convertible Corporate Bonds to Non-specific Objects by Guangzhou Guanghe Technology Co., Ltd." (hereinafter referred to as the "Prospectus") (hereinafter referred to as "this Convertible Bond" or "this Bond"). The bondholders are investors who have acquired and hold this Convertible Bond through subscription, purchase, or other legal means. The Company will appoint the underwriting institution for the issuance of this Convertible Bond or other institutions recognized by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") as the trustee manager for this Convertible Bond (hereinafter referred to as the "Bond Trustee Manager").
The basic elements and important agreements of this Convertible Bond, such as the bond abbreviation and code, issuance date, redemption date, issuance interest rate, issuance scale, option clauses, and investor protection clauses, shall be subject to the contents specified in the Prospectus and other documents.
Article 3 The bondholder meeting shall be composed of all bondholders (including all bondholders who attend the meeting, do not attend the meeting, vote against the resolution, or waive their voting rights, bondholders holding non-voting convertible bonds, and holders who transfer this convertible bond after the relevant resolution is passed, and so on) in accordance with these Rules. The bondholder meeting shall convene and hold meetings in accordance with the procedures stipulated in these Rules and shall legally deliberate and vote on matters within the scope of its authority as stipulated in these Rules.
Bondholders shall cooperate with the relevant work of the convener, actively participate in the bondholder meeting, deliberate on the meeting proposals, exercise their voting rights, and cooperate in the implementation of the effective resolutions of the bondholder meeting, and legally protect their legitimate rights and interests. Bondholders attending the meeting shall not use the information obtained from attending the meeting for insider trading, market manipulation, illicit transfer of benefits, securities fraud, or other illegal and irregular activities, which may harm the legitimate rights and interests of other bondholders. If a bondholder attending the meeting violates the above commitment and causes losses to other bondholders, they shall bear corresponding compensation liability.
Article 4 The resolutions deliberated and passed by the bondholder meeting in accordance with these Rules shall be equally binding on all bondholders.
Article 5 Investors who subscribe for, hold, or transfer this Convertible Bond are deemed to have agreed to all the provisions of these Rules and to be bound by these Rules.
Chapter 2 Rights and Obligations of Bondholders