可转换公司债券持有人会议规则
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常青科技: 常青科技可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - The document outlines the rules and regulations governing the meetings of convertible bondholders of Jiangsu Changqing Tree New Materials Technology Co., Ltd, ensuring the rights and obligations of bondholders are clearly defined and protected [1][2]. Group 1: General Provisions - The rules are established to regulate the organization and behavior of the bondholders' meetings, defining their powers and obligations to protect the legal rights of bondholders [1]. - The convertible bonds are issued according to the terms specified in the offering document, and the bondholders are those who acquire these bonds through legal means [1]. Group 2: Rights and Obligations of Bondholders - Bondholders have the right to receive interest based on the amount of bonds held, participate in meetings, convert bonds into shares, and request repayment of principal and interest [6][7]. - Bondholders are obligated to comply with the terms of the bond issuance, pay subscription funds, and adhere to valid resolutions made during meetings [7][8]. Group 3: Authority of Bondholders' Meetings - The meetings have the authority to make decisions on various matters, including changes to the offering document, approval of solutions when the company fails to pay interest, and decisions regarding significant corporate changes [8][9]. - The meetings can also decide on the appointment or dismissal of the bond trustee and modifications to the meeting rules [9][10]. Group 4: Convening Bondholders' Meetings - The meetings are convened by the company's board or the bond trustee within 30 days of receiving a proposal to hold a meeting [9][10]. - Specific circumstances, such as changes to the offering document or inability to pay interest, require the convening of a bondholders' meeting [10][11]. Group 5: Voting and Resolutions - Each bondholder has one vote per bond held, and resolutions require a majority of the voting rights to pass [32][39]. - The results of the voting must be announced, and the resolutions are binding on all bondholders, regardless of their attendance at the meeting [40][41]. Group 6: Record Keeping and Legal Compliance - The company must maintain accurate records of the meetings, including attendance, voting results, and any legal opinions provided [42][43]. - Any disputes regarding the legality of the meeting procedures must be resolved in the jurisdiction where the company is located [50].
特变电工: 特变电工股份有限公司可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-08-18 11:25
Core Points - The document outlines the rules for the bondholders' meeting of TBEA Co., Ltd., aiming to standardize the organization and behavior of the meeting, define the rights and obligations of bondholders, and protect their legal rights [1][2][3] 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 [1] - The convertible bonds discussed are those issued by the company as per the prospectus [1][2] Group 2: Rights and Obligations of Bondholders - Bondholders have rights to interest, participation in meetings, conversion to shares, and other rights as stipulated in the prospectus [6] - Bondholders are obligated to comply with the terms of the bonds and pay subscription funds [3][6] Group 3: Authority of the Bondholders' Meeting - The meeting can make decisions on significant changes proposed by the company, including amendments to the prospectus [8] - The meeting has the authority to decide on solutions if the company fails to pay interest on time [8] Group 4: Convening the Bondholders' Meeting - The meeting can be proposed by the board, bondholders holding over 10% of the total bonds, or the bond trustee [9] - Specific circumstances require the convening of the meeting, such as changes to the prospectus or failure to pay interest [10][11] Group 5: Meeting Procedures - The meeting must be announced at least 15 days in advance, detailing the time, place, and agenda [8][12] - Bondholders can attend in person or through proxies, and specific documentation is required for participation [11][12] Group 6: Voting and Resolutions - Each bondholder has the right to vote on proposals, and resolutions require a majority of the voting rights present [30][36] - The results of the voting must be recorded and announced, ensuring transparency [37][39]
艾为电子: 艾为电子关于可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The document outlines the rules and regulations governing the organization and conduct of the bondholders' meetings for Shanghai Aiwei Electronics Technology Co., Ltd., ensuring the rights and obligations of bondholders are clearly defined and protected [1][21]. Group 1: Bondholder Rights and Obligations - Bondholders have the right to receive interest based on the amount of convertible bonds held [6]. - Bondholders can convert their bonds into company shares under specified conditions [6]. - Bondholders are obligated to comply with the terms of the convertible bonds issued by the company [7]. Group 2: Bondholder Meeting Procedures - The bondholder meeting is convened by the company's board of directors or the bond trustee within 30 days of a proposal [5]. - Meeting notifications must be published at least 15 days prior to the meeting, detailing time, location, and agenda [5]. - Decisions made at the bondholder meeting are binding on all bondholders, regardless of their attendance [4]. Group 3: Meeting Authority and Voting - The bondholder meeting has the authority to approve changes to the offering document and to decide on solutions if the company fails to pay interest [8]. - Voting at the meeting requires a majority of the bondholders present, with each bond representing one vote [37]. - The results of the voting must be announced and recorded, ensuring transparency [36][40]. Group 4: Legal and Compliance Aspects - Legal opinions must be obtained to ensure compliance with laws and regulations during the meeting [8]. - The rules state that any disputes regarding the meeting's legality must be resolved in the jurisdiction of the company's registered office [49]. - The rules are subject to approval by the company's shareholders and take effect from the date of the bond issuance [49].
瑞华泰: 深圳瑞华泰薄膜科技股份有限公司可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-07-24 16:20
General Provisions - The rules for the convertible bondholders' meeting of Shenzhen Ruihua Tai Film Technology Co., Ltd. are established to regulate the organization and behavior of the meeting, define the powers and obligations of bondholders, and protect their legal rights [1][2] - The convertible bonds are issued according to the prospectus and are defined as bonds held by investors who acquire them through legal means [1][2] Rights and Obligations of Bondholders - Bondholders have the right to receive interest based on the amount of bonds held, convert bonds into company stock, exercise the right of redemption, transfer or pledge their bonds, obtain relevant information, and participate in meetings to exercise voting rights [2][3] - Bondholders are obligated to comply with the terms of the bonds, pay subscription funds, adhere to valid resolutions from the bondholders' meeting, and not demand early repayment of principal and interest unless legally permitted [2][3] Powers of the Bondholders' Meeting - The bondholders' meeting can make decisions on changes proposed by the company to the prospectus, approve solutions when the company fails to pay interest, and decide on actions during significant corporate changes such as mergers or bankruptcy [3][4] - The meeting can also modify the rules within the legal framework and address other matters as required by law or regulations [4] Convening the Bondholders' Meeting - The board of directors is responsible for convening the bondholders' meeting within 30 days of receiving a proposal, with notifications sent 15 days prior to the meeting [5][6] - Specific circumstances, such as changes to the prospectus or failure to pay interest, require the convening of a bondholders' meeting [5][6] Meeting Procedures and Voting - The meeting is chaired by the company's chairman or a designated representative, and voting is conducted on a one-vote-per-bond basis [11][13] - Resolutions require approval from more than half of the voting bondholders present, and the results must be documented and announced [13][15] Documentation and Record Keeping - The meeting must have a record that includes details such as the time, location, attendees, and voting results, which must be signed by relevant parties [16][17] - All documentation related to the meeting must be retained for ten years [16][17] Legal Compliance and Amendments - The rules must comply with existing laws and regulations, and any amendments require approval from the bondholders' meeting [18][18] - Disputes regarding the legality of the meeting procedures must be resolved in the jurisdiction of the company's registered location [18]
芯能科技: 浙江芯能光伏科技股份有限公司可转换公司债券持有人会议规则(修订稿)
Zheng Quan Zhi Xing· 2025-07-14 09:18
Core Points - The document outlines the rules for the bondholders' meeting of Zhejiang Xinneng Photovoltaic Technology Co., Ltd, focusing on the organization, rights, and obligations of bondholders [1][2][3]. Group 1: General Provisions - The rules are established to regulate the organization and behavior of the bondholders' meeting, ensuring the rights and interests of bondholders are protected [1]. - The convertible bonds are issued based on the prospectus and are managed by a trustee approved by the China Securities Regulatory Commission [1][2]. Group 2: Rights and Obligations of Bondholders - Bondholders have rights including receiving interest, converting bonds into stocks, exercising redemption rights, and transferring their bonds [6]. - Obligations include adhering to the terms of the bonds and paying subscription funds [7]. Group 3: Authority of the Bondholders' Meeting - The meeting can make decisions on significant changes proposed by the company that may adversely affect bondholders' rights [8]. - The meeting can also decide on actions if the company fails to pay interest on time or undergoes significant corporate changes [8][9]. Group 4: Convening the Bondholders' Meeting - The meeting is convened by the board of directors or the trustee within 30 days of receiving a proposal [9]. - Specific circumstances require the meeting to be convened, such as changes to the prospectus or failure to pay interest [10][11]. Group 5: Voting and Resolutions - Each bond has one vote, and resolutions require a majority of the voting rights present at the meeting [32][38]. - The results of the voting must be announced and recorded, ensuring transparency [36][41]. Group 6: Special Provisions - Special resolutions can be proposed under certain conditions, allowing for simplified procedures if agreed upon by a significant portion of bondholders [45][46]. - The rules specify that any disputes regarding the validity of the meeting or resolutions should be resolved through litigation in the jurisdiction of the company's registered office [52].
炬申股份: 可转换公司债券持有人会议规则 (2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-29 13:18
General Provisions - The rules are established to regulate the organization and behavior of the bondholders' meeting for the issuance of convertible bonds by the company, ensuring the rights and obligations of bondholders are defined and protected [1][2] - The convertible bonds are issued according to the terms outlined in the company's prospectus, and bondholders are defined as investors who acquire these bonds through legal means [2][3] Rights and Obligations of Bondholders - Bondholders have the right to receive interest based on the amount of convertible bonds held, convert their bonds into shares under specified conditions, and participate in bondholders' meetings to exercise voting rights [6] - Bondholders are obligated to comply with the terms of the bond issuance, pay subscription funds, and adhere to valid resolutions made during bondholders' meetings [7] Authority of Bondholders' Meeting - The bondholders' meeting has the authority to make decisions on various matters, including changes to the prospectus, approval of solutions when the company fails to pay interest, and decisions regarding company restructuring or bankruptcy [8][4] - The meeting can also modify the rules governing the bondholders' meetings within legal limits [4] Convening of Bondholders' Meeting - The company's board of directors is responsible for convening the bondholders' meeting within 30 days of receiving a proposal or upon the occurrence of specific events [5][6] - Bondholders holding more than 10% of the total outstanding bonds can propose a meeting [6] Meeting Procedures - The meeting can be held in person or via communication methods, and the chairman of the meeting is responsible for overseeing the proceedings [25][26] - Bondholders or their proxies must present identification and proof of bond ownership to attend the meeting [22][10] Voting and Resolutions - Each bond has one vote, and resolutions require approval from more than half of the voting bondholders present at the meeting [30][38] - The results of the voting must be announced and recorded, and the resolutions are binding on all bondholders [36][39] Record Keeping and Legal Compliance - The company must maintain records of the meeting, including attendance, voting results, and any legal opinions provided [41][42] - Any disputes regarding the validity of the meeting or resolutions must be resolved through litigation in the jurisdiction where the company is located [49]
李子园: 浙江李子园食品股份有限公司可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-05-29 09:35
General Provisions - The rules are established to regulate the organization and behavior of the bondholders' meeting of Zhejiang Liziyuan Food Co., Ltd. and to define the rights and obligations of bondholders, ensuring their legal rights are protected [1][2] - The convertible bonds are issued according to the terms outlined in the prospectus, with the bondholders being those who acquire the bonds through legal means [2][3] Rights and Obligations of Bondholders - Bondholders have the right to receive interest based on the amount of bonds held, convert their bonds into A-shares, exercise the right of redemption, transfer or pledge their bonds, obtain relevant information, and participate in meetings to exercise voting rights [5][6] - Bondholders are obligated to comply with the terms of the bond issuance, pay subscription funds, adhere to valid resolutions from the bondholders' meeting, and not demand early repayment of principal and interest unless legally permitted [5][6] Authority of the Bondholders' Meeting - The bondholders' meeting has the authority to make decisions on changes proposed by the company regarding the prospectus, approve solutions when the company fails to pay interest, and decide on actions during significant corporate changes such as mergers or bankruptcy [8][9] - The meeting can also decide on the appointment or dismissal of the bond trustee and other matters as stipulated by laws and regulations [8][9] Convening the Bondholders' Meeting - The bondholders' meeting must be convened under specific circumstances, such as proposed changes to the prospectus, failure to pay interest, or significant corporate events like mergers or bankruptcy [9][10] - The board of directors or the bond trustee is responsible for convening the meeting within a specified timeframe, and bondholders holding a significant percentage of bonds can also request a meeting [10][11] Voting and Resolutions - Each bondholder has one vote per bond held, and resolutions must be passed by a majority of the voting rights represented at the meeting [31][32] - The results of the voting must be announced at the meeting, and the resolutions take effect immediately unless otherwise specified [35][36] Record Keeping and Documentation - The meeting must be documented, including details such as the time, location, attendees, and voting results, which must be signed by the meeting chair and other officials [40][41] - All documentation related to the meeting must be retained for a period of ten years [41][42]
杭氧股份(002430) - 可转换公司债券持有人会议规则(2025年2月)
2025-03-03 09:15
杭氧集团股份有限公司 可转换公司债券持有人会议规则(2025 年 2 月) 第一章 总则 第一条 为规范杭氧集团股份有限公司(以下简称"公司")向不特定对象发 行可转换公司债券(以下简称"可转债")持有人会议的组织和行为,明确债券 持有人会议的权利和义务,保障债券持有人的合法权益,根据《中华人民共和国 公司法》《中华人民共和国证券法》《上市公司证券发行注册管理办法》《深圳证 券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 15 号—— 可转换公司债券》等法律法规及其他规范性文件的规定,并结合公司的实际情况, 特制定本规则。 第二条 本规则下的可转债为公司依据《杭氧集团股份有限公司向不特定对 象发行可转换公司债券募集说明书》(以下简称"《可转债募集说明书》")约定发 行的可转换公司债券(以下简称"本期可转债"),债券持有人为通过认购、买入 或其他合法方式取得本期可转债的投资者。 公司将聘请本次可转债的承销机构或其他经中国证券监督管理委员会( 以 下简称"中国证监会")认可的机构担任本次可转债的受托管理人(以下简称"受 托管理人")。 第三条 债券持有人会议自本期可转债完成发行起组建,至本期可转债债 ...
普联软件(300996) - 向不特定对象发行可转换公司债券之持有人会议规则
2025-02-24 10:45
证券代码:300996 证券简称:普联软件 公告编号:2025-013 普联软件股份有限公司 向不特定对象发行可转换公司债券之持有人会议规则 第一章 总则 第一条 为规范普联软件股份有限公司(以下简称"公司")向不特定对象 发行可转换公司债券的债券持有人(以下简称"债券持有人")会议的组织和行 为,界定债券持有人会议的权利和义务,保障债券持有人的合法权益,根据《中 华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》 (以下简称"《证券法》")、《上市公司证券发行注册管理办法》及《深圳证 券交易所创业板股票上市规则》等法律法规及其他规范性文件和《普联软件股份 有限公司公司章程》(以下简称"《公司章程》")的有关规定,并结合公司的 实际情况,特制订本规则。 第二条 本规则项下的可转换公司债券为公司依据《普联软件股份有限公司 向不特定对象发行可转换公司债券募集说明书》(以下简称《可转债募集说明书》) 的约定发行的可转换公司债券(以下简称"本次可转债")。债券持有人为通过 认购、交易、受让或其他合法方式取得本次可转债的投资者。 债券上市/挂牌期间,前述持有人范围以中国证券登记结算有限责任公司登 ...