Bond Agreement & Sole Associate Pact
Bond Agreement
This agreement (the “Agreement”) is dated on the Date of Payment (the “Execution Date”) and is made effective as of the Date of Closing of Issuance (the “Effective Date”).
Between
h1c SARL-S
Société à responsabilité limitée simplifiée
Registered office : 1, An de Päschen L-5314, Luxembourg
R.C.S. B255541
(Hereafter the “Company”.)
And
Bondholder, with the nationality, date of birth and residence provided electronically.
(Hereafter the “Bondholder”.)
Considering
Initial set up – first project of the Company:
▫ Organic eShop h1c
è An online website enabling selling of BIO products.
è The eShop is certified BIO according to EU regulations.
è The eShop prioritises the selling of BIO fruits and vegetables.
è Local produces are favourable.
The second project:
▫ Platform for managing all relationships related to/between BIO actors and consumers
è Activity related to BIO produces are not competitive against conventional produces.
è Small farmers and businesses BIO are not profitable.
è Business as usual does not provide a positive economic environment for BIO related activities.
è Regulations, certifications and controls are good for scientific progress and quality safeguards. But, are obstacles for economic fairness and competitivity fairness.
è No satisfying logistical, infrastructural and cultural developments adapted for BIO activities.
è The positive correlation between health and BIO produces is real, notwithstanding the controversial or the lack of full understanding of the complex relationships between health and foods.
è With this truth in mind, the potential of this platform to capture the future market share is huge.
è For better health, more sustainable environment and living dignity of consumers and small actors of the BIO sector.
The payment of one bond implies the acceptance of the Agreement, which is bound by the following terms and conditions.
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TERMS AND CONDITIONS
1. Description of the Company’s duties and set up for the issuance of bonds
§ Aims to be accountable to consumers who are bondholders;
§ The Company issues, within the scope of the Agreement, 10 000 bonds (the “Issuance”). Each bond equals to a face value/nominal value of 100 euros. One bond equals to one voting right at the general meeting of bondholders.
§ The Company accepts for each person to pay/register only one (1) bond.
§ The bank account used for payment of the bond will be used for the reimbursement and yield payment.
§ The Company keeps a nominative register of bonds.
§ The Closing Date of the Issuance is when all the 10 000 bonds are paid/registered.
§ The annual yield rate is fixed at 5%.
§ The bond will be reimbursed in two times
§ First reimbursement will be carried out during the period of 13th and 15th month after the Closing Date.
§ Second reimbursement will be carried out during the period of 25th and 27th month after the Closing Date
§ The End Date of the Issuance is the earlier of: (i) 48 months after the Closing Date, or (ii) the date when all the bond are reimbursed and yield paid.
§ The Company will randomly designate a representative among all the bondholders, until the bondholder accepts the designation, the representative is nominated (the “Representative”). Otherwise, the Company will nominate a person non-bondholder to fulfil these duties (also the “Representative”).
§ At least one general meeting of bondholders is held each year as of the Closing Date.
§ The Representative can convene/call a general meeting of bondholders.
§ On his/her own initiative, or
§ Initiated by bondholders representing at least 20% of the total number of Issuance.
§ The general meeting of bondholders’ agenda can be completed with extra points, if initiated by bondholders representing at least 10% of the total number of Issuance.
§ The calling of, the holding of the general meeting of the bondholders, and related communication are carried out by IT tool.
2. The Bond risks
The Company for the Issuance, aims :
§ To be accountable to consumers who are bondholders;
§ To minimise the loss risk for bondholders, by limiting one bond ownership per bondholder. Which means that each bondholder, in the worst case, at the occurrence of the Company’s bankruptcy, will lose 0 to maximum 100 euros.
3. Duration of the Agreement
The Agreement is concluded for the duration from the Effective Date to the End Date.
4. Transfer
The bondholder can transfer his/her one bond to another person who is not already a bondholder of the Issuance.
The transfer and related registration are carried out with IT tool.
5. The signing/acceptance
Each bondholder accepts this Agreement and the above terms and conditions, via the payment of the bond and the check button on the payment page of the Company’s website.
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Sole Associate Pact
For the Bond Issuance 2026
This pact (the “Pact”) is dated on the Date of Payment (the “Execution Date”) and is made effective as of the Date of Closing of Issuance (the “Effective Date”).
Between
Jin YU
Sole Shareholer
(Hereafter the “Sole Shareholder”, or the “Party”.)
h1c SARL-S
Société à responsabilité limitée simplifiée
Registered office : 1, An de Päschen L-5314, Luxembourg
R.C.S. B255541
(Hereafter the “Company”.)
And
Bondholder of the Company’s 2026 Bonds Issuance, who has his/her nationality, date of birth and residence provided electronically.
(Hereafter the “Bondholder”, or the “Party”, and together with the Sole Shareholder the “Parties”.)
Considering
The Company’s 2026 Bonds Issuance, referred to:
▫ The Bond Agreement and its Terms and Conditions, with the following principle characteristics.
è 10 000 bonds
è Each bond equals to a face value/nominal value of 100 euros.
è One bond equals to one voting right at the general meeting of bondholders.
The importance of the 2026 Bonds Issuance to develop the profit project for BIO activities, and the consumers’ willing to be part of a BIO related business.
▫ The Company’s Founder/Sole Shareholder wants to take action to reward these bondholders.
è In a non-conventional way.
è Which means, if the Company becomes very profitable, it will reward these bondholders with a consequential amount of yearly yield.
è Design a mechanism, starting with this Pact, to make this rewarding inevitable in case of real success of the Company.
The Company’s first issuance of profit shares[1] will be after the End Date of the Bond Agreement
▫ The Company will carry out necessary steps to enable the issuance of the profit shares.
è Modification of legal form.
è Technical arrangements to facilitate the conversion process.
[1] Profit shares: is the “parts bénéficiares” as prescribed in Article 430-1 (1) of the “Loi du 10 août 1915 concernant les sociétés commerciales”, as “titres non représentatifs du capital social”.
The payment of one bond implies the acceptance of the Pact.
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1. The Sole Shareholder will carry out necessary steps to enable the issuance of profit shares
§ The aim is to reward the consumers who are bondholders;
§ The Pact will not impact the bond yield payment;
§ The bondholders will be given the possibility to decide to not receive part or the total amount of the bond reimbursement, and after the End Date of the Bond Agreement, to convert the remaining or total amount of the bond to profit share;
§ The level of profit share’s yearly yield will be (a) proportional to the level of investment which is 100 euros per bondholder;
§ The level of profit share’s yearly yield will be (b) proportional to the potential of business success of the Company’s profitability project for BIO activities;
§ The profit share’s yearly yield rate must be progressive and targets to provide 15 000 % maximum yearly yield rate, in accordance with the points (a) and (b) above, applying the following principles:
o The progressive yearly yield rate must reach 15 000 % as fast as the Company’s profit permit it;
o The progressive yearly yield rate must increase steadily but not be limited to a certain regular number;
o Still, the progressive yearly yield rate principles shall not prevent the Company’s reinvestment using profit and liquidity management;
o When all the above conditions are met, at least half of the company’s profit after reinvestment and necessary process for liquidity management, shall be employed to achieve the goal of profit share’s progressive yearly yield of 15 000 %.
- So to prevent dilution of profit – the Sole Shareholder’s decision on share-increase, notwithstanding the total number of shares, in aggregate must not produce a result of dividend distribution which could prevent the profit shareholders’ progressive yearly yield rate to reach 15 000 %;
- And render inevitable to achieve – the goal of 15 000 % profit share’s yearly yield rate, which must be achieved as the profit permit it;
o When 15 000 % profit share’s yearly yield rate is achieved, it must be maintained, unless the profit is not enough;
o When not preventing the reinvestment using Company’s profit and liquidity management, the Company will proceed with earning distribution every year.
2. Duration of the Pact
The Pact is concluded for the duration from the Effective Date to the Termination Date.
The Termination Date is the earlier of the following dates: i) the profit share transfer to another person or to the Company, ii) the Company’s effective dissolution date, or iii) the Company’s effective bankruptcy date.
3. Transfer of profit share
The profit shareholder can transfer his/her one share to another person who is not already a profit shareholder of the Issuance.
The transfer and related registration are carried out with IT tool.
4. The signing/acceptance
Each bondholder accepts this Pact, via the payment of the bond and the check button on the payment page of the Company’s website.