可转换债券持有人会议规则

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南芯科技: 南芯科技可转换债券持有人会议规则
Zheng Quan Zhi Xing· 2025-09-07 08:17
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].