Group 1 - The company plans to issue convertible bonds to raise funds not exceeding 1,933.38 million yuan for enhancing core competitiveness and profitability [1][2] - The total investment for the smart power management chip project is 459.24 million yuan, with a construction period of three years [2][3] - The project aims to develop power management products for high current applications, addressing technical challenges in multi-phase architecture and high current scenarios [3][4] Group 2 - The project will help the company capture market opportunities, expand its business scope, and enhance profitability by developing power management products for various applications [3][4] - The project aligns with national policies and industry trends, contributing to reshaping the competitive landscape and driving technological breakthroughs [4][5] - The company aims to break the monopoly of foreign suppliers and improve its industry position by developing multi-phase power solutions [4][5] Group 3 - The domestic market for power management solutions is expected to accelerate as local companies enhance their capabilities in chip design and supply chain integration [5][6] - The project will focus on developing multi-phase power management products, which are essential for high-performance computing and AI applications [6][7] - The company has a strong technical foundation and talent pool, with 68.35% of its workforce in R&D, ensuring the feasibility of the project [12][13] Group 4 - The automotive chip project aims to develop various chips for vehicle systems, enhancing the company's market position in the automotive sector [13][14] - The project aligns with the growing demand for domestic automotive chips, addressing supply chain security and reducing reliance on foreign suppliers [14][15] - The company plans to leverage its existing customer relationships to expand its product offerings in the automotive chip market [19][20] Group 5 - The industrial application project focuses on developing sensors and control chips, aiming to fill the gap in high-end sensor technology in China [21][22] - The project will enhance the company's capabilities in sensor technology, addressing the increasing demand from various industries [22][23] - The company aims to develop proprietary sensor technologies to reduce dependence on foreign products and improve supply chain security [23][24]

Core Viewpoint - Shanghai Nanchip Semiconductor Technology Co., Ltd. has announced that it has not faced any penalties or regulatory measures from securities regulatory authorities or stock exchanges in the past five years [1][2]. Group 1: Company Compliance and Governance - The company has adhered to the laws and regulations of the People's Republic of China, including the Company Law and Securities Law, since its listing [1]. - It has continuously improved its corporate governance structure and established sound internal management and control systems to enhance governance levels [1]. Group 2: Regulatory Status - A self-examination revealed that there have been no penalties imposed by securities regulatory authorities in the last five years [1]. - Additionally, the company has not been subject to any regulatory measures from securities regulatory authorities during the same period [1].

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, analyzing the impact on immediate returns and proposing measures to mitigate dilution effects on shareholders [1][2][3] Financial Impact Analysis - The company estimates a maximum issuance of 1,933.38 million yuan in convertible bonds, with the actual amount depending on regulatory approvals and market conditions [2] - The projected net profit for the parent company is estimated at 306.90 million yuan for 2025, with scenarios considering a 0%, 10%, and 20% growth compared to the previous year [2][4] - The total share capital is expected to increase from 425,457,743 shares to 466,097,682 shares if all bonds are converted [3][4] Measures to Mitigate Dilution - The company will implement various measures to ensure effective use of raised funds and to minimize the dilution of immediate returns for shareholders [6][8] - The company emphasizes the importance of maintaining a robust governance structure and enhancing operational management to protect shareholder interests [9][10] Necessity and Feasibility of the Issuance - The projects funded by the bond issuance are deemed necessary and feasible, aimed at optimizing product structure and expanding business scale [6][7] - The investment projects will focus on power management chips, automotive chips, and industrial application sensors, aligning with market demand and technological trends [7] Commitment from Stakeholders - The controlling shareholders and management have made commitments to uphold the measures designed to mitigate the dilution of immediate returns [10][11] - The board of directors and senior management have pledged to avoid actions that could harm the company's interests and to ensure the execution of the proposed measures [10][11]

Fundraising Overview - The company raised a total of RMB 254,056.47 million by issuing 63.53 million shares at a price of RMB 39.99 per share, with a net amount of RMB 237,483.71 million after deducting issuance costs of RMB 16,572.76 million [1] - As of June 30, 2025, the company has invested RMB 90,667.58 million in projects and used RMB 75,060.61 million for permanent working capital, with a remaining balance of RMB 77,046.39 million [2][7] Fund Usage and Management - The company has implemented a special account storage system for the management of raised funds, in compliance with relevant laws and regulations [2][3] - The total amount of funds stored in special accounts as of June 30, 2025, includes various bank accounts with specific balances, ensuring proper oversight [3] Project Investment and Changes - The overall investment progress of the raised funds reached 71.49% as of August 28, 2025 [4] - The company has changed the project from "Testing Center Construction Project" to "Chip Testing Industrial Park Construction Project," with a total investment of RMB 144,250.24 million, divided into two phases [4][5] Financial Management of Idle Funds - The company has approved the use of idle funds for cash management, allowing up to RMB 12 billion to be invested in safe and liquid financial products, with a maximum investment period of 12 months [6][7] - As of June 30, 2025, the balance of temporarily idle funds used for cash management was RMB 6,000.00 million [7] Project Benefits and Performance - The "Testing Center Construction Project" is expected to enhance the company's R&D capabilities, although it does not generate direct economic benefits [9] - The projects funded by the raised capital are anticipated to improve the company's financial structure and cash flow, indirectly enhancing overall performance [9] Compliance and Reporting - The actual use of raised funds aligns with previously disclosed information, with no discrepancies noted in the company's periodic reports [10]

Core Points - The document outlines the rules for the bondholders' meeting of Shanghai Nanchip Semiconductor Technology Co., Ltd, aiming to standardize the organization and behavior of such meetings, define the rights and obligations of bondholders, and protect their legal rights [1][2]. Group 1: General Provisions - The rules are established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as guidelines from the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The convertible bonds are issued according to the terms specified in the offering prospectus, and the bondholders are defined as those who acquire the bonds through legal means [2]. Group 2: Rights and Obligations of Bondholders - Bondholders have the right to receive interest as per the prospectus, convert their bonds into company shares, and participate in bondholders' meetings to exercise their voting rights [4]. - Bondholders are obligated to comply with the terms of the bond issuance and pay the subscription funds according to their holdings [5]. Group 3: Authority of the Bondholders' Meeting - The bondholders' meeting has the authority to make decisions on various matters, including changes to the offering prospectus and responses to the company's failure to pay interest [8]. - Decisions made by the bondholders' meeting are binding on all bondholders, regardless of their attendance or voting status [4]. Group 4: Convening the Bondholders' Meeting - The meeting is generally convened by the company's board of directors or the bond trustee within 30 days of receiving a proposal to hold the meeting [6]. - Notifications for the meeting must be published at least 15 days prior and should include essential details such as time, location, and agenda [9]. Group 5: Voting and Resolutions - Each bondholder has one vote per bond held, and resolutions require approval from more than half of the bondholders present at the meeting [30][38]. - The results of the voting must be announced and recorded, ensuring transparency and accountability in the decision-making process [36][40].

证券代码：688484 证券简称：南芯科技 上海南芯半导体科技股份有限公司 Southchip Semiconductor Technology（Shanghai）Co.,Ltd. （中国（上海）自由贸易试验区盛夏路 565 弄 54 号（4 幢）1601） 向不特定对象发行可转换公司债券预案 二〇二五年九月 上海南芯半导体科技股份有限公司 向不特定对象发行可转换公司债券预案 声明 假记载、误导性陈述或重大遗漏，按照诚信原则履行承诺，并承担相应的法律责 任。 由公司自行负责；因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 公司董事会对本次向不特定对象发行可转换公司债券的说明，任何与之相反的声 明均属不实陈述。 专业顾问。 转换公司债券相关事项的实质性判断、确认、批准或注册。本预案所述本次向不 特定对象发行可转换公司债券相关事项的生效和完成尚待公司股东会审议、上海 证券交易所发行上市审核并报经中国证券监督管理委员会（以下简称"中国证监 会"）注册，且最终以中国证监会注册的方案为准。 上海南芯半导体科技股份有限公司 向不特定对象发行可转换公司债券预案 释义 在本预案中，除非文义另有所指，下 ...

Core Viewpoint - Southchip Semiconductor Technology (Shanghai) Co., Ltd. plans to issue convertible bonds to meet funding needs, expand operations, enhance competitiveness, and improve profitability [2][10]. Group 1: Necessity of Issuing Securities - The company aims to raise funds through the issuance of convertible bonds to support projects that will enhance its core competitiveness and sustainable development [2][3]. - The convertible bonds will be convertible into the company's A-share stock and will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [2]. Group 2: Selection of Issuance Objects - The issuance will target a wide range of investors, including individuals, legal entities, and investment funds, who hold accounts with the China Securities Depository and Clearing Corporation [3][4]. - Existing shareholders will have priority in the allocation of the bonds, with the specific allocation ratio to be determined based on market conditions [3][5]. Group 3: Pricing Principles and Methods - The pricing of the convertible bonds will be determined based on market conditions and the company's specific situation, with the bond interest rate subject to adjustment if bank deposit rates change [5][8]. - The initial conversion price will not be lower than the average trading price of the company's A-shares over the previous twenty trading days [6][8]. Group 4: Feasibility of the Issuance - The company has a well-functioning organizational structure and meets the legal requirements for issuing convertible bonds, including having sufficient average distributable profits to cover interest payments [10][11]. - The funds raised will be used for projects in the smart computing power sector, including the development of power management chips and automotive chips, aligning with national industrial policies [11][19]. Group 5: Compliance with Regulations - The issuance complies with the relevant provisions of the Securities Law and the Registration Management Measures, ensuring that the funds will not be used for non-productive expenditures [12][19]. - The company has established a sound internal control system and has received unqualified audit opinions for its financial statements over the past three years [16][17].

证券代码：688484 证券简称：南芯科技 公告编号：2025-054 上海南芯半导体科技股份有限公司 关于向不特定对象发行可转换公司债券预案披露 的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 上海南芯半导体科技股份有限公司（以下简称"公司"）于 2025 年 9 月 5 日召开第二届董事会第九次会议及第二届监事会第九次会议，审议通过了关于公 司向不特定对象发行可转换公司债券的相关议案。《上海南芯半导体科技股份有 限公司向不特定对象发行可转换公司债券预案》及相关文件于 2025 年 9 月 8 日 在上海证券交易所网站（www.sse.com.cn）披露，敬请广大投资者注意查阅。 向不特定对象发行可转换公司债券预案披露事项不代表审核、注册部门对于 本次发行相关事项的实质性判断、确认或批准，向不特定对象发行可转换公司债 券预案所述本次发行相关事项的生效和完成尚待公司股东会审议及上海证券交 易所发行上市审核并报经中国证券监督管理委员会注册，敬请广大投资者注意投 资风险。 上海南芯半导体科技股份有限公司董事会 特 ...

Group 1 - The company, Nanchip Technology, announced on September 7 that it plans to issue convertible bonds to unspecified investors, with a total fundraising amount not exceeding 1.933 billion yuan [1] - The net proceeds from the fundraising, after deducting issuance costs, will be allocated to several projects, including the development and industrialization of power management chips in the intelligent computing field, automotive chips, and sensors and control chips for industrial applications [1]

证券代码：688484 证券简称：南芯科技 上海南芯半导体科技股份有限公司 Southchip Semiconductor Technology（Shanghai）Co.,Ltd. （中国（上海）自由贸易试验区盛夏路 565 弄 54 号（4 幢）1601） 向不特定对象发行可转换公司债券预案 二〇二五年九月 上海南芯半导体科技股份有限公司 向不特定对象发行可转换公司债券预案 声明 1、本公司及全体董事会成员承诺本预案内容真实、准确、完整，不存在虚 假记载、误导性陈述或重大遗漏，按照诚信原则履行承诺，并承担相应的法律责 任。 2、本次向不特定对象发行可转换公司债券完成后，公司经营与收益的变化 由公司自行负责；因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 3、本次向不特定对象发行可转换公司债券预案（以下简称"本预案"）是 公司董事会对本次向不特定对象发行可转换公司债券的说明，任何与之相反的声 明均属不实陈述。 4、投资者如有任何疑问，应咨询自己的经纪人、律师、专业会计师或其他 专业顾问。 5、本预案所述事项并不代表审核、注册机关对于本次向不特定对象发行可 转换公司债券相关事项的实质性判 ...