| 证券代码： | 600810 | 证券简称：神马股份 | 公告编号：2025-054 | | --- | --- | --- | --- | | 转债代码： | 110093 | 转债简称：神马转债 | | 神马实业股份有限公司 关于可转债季度转股进展暨股份变动的公告 （一）可转债发行情况 经中国证券监督管理委员会《关于核准神马实业股份有限公司公开发行可转换公 1 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、准确性和完整性承担法 律责任。 重要内容提示： 1、累计转股情况：自可转债转股期起始日至 2025 年 6 月 30 日，"神马转债"累 计已转股金额为 208,000 元，累计转股数为 25,465 股，占可转债转股前公司已发行股 份总额的比例为 0.00244%。 2、未转股可转债情况：截至 2025 年 6 月 30 日，公司尚未转股的"神马转债" 金额为 2,999,786,000 元，占"神马转债"发行总量的比例为 99.99287%。 3、本季度转股情况：自 2025 年 4 月 1 日至 2025 年 6 月 30 日，"神马转债 ...

Industry Overview - Modified nylon is an engineering plastic obtained by modifying nylon with various fillers or enhancers, exhibiting excellent mechanical properties, heat resistance, and processing capabilities, widely used in automotive, electronics, and machinery manufacturing industries [1][17] - The modified nylon market in China has shown rapid growth, with the market size increasing from 4.176 billion yuan in 2017 to 10.21 billion yuan in 2024, representing a compound annual growth rate (CAGR) of 13.62% [1][17] - The future focus of modified nylon will be on high performance and multifunctionality, including the development of new fillers and nanocomposites to enhance mechanical properties and special functions [1][17] Market Dynamics - The global modified nylon market is projected to grow from $8.999 billion in 2017 to $15.673 billion in 2024, with a CAGR of 8.25% [16] - The demand for modified nylon is driven by the increasing application in high-end markets such as electric vehicles, smart devices, and eco-friendly materials [16] Industry Development History - The modified nylon industry in China began in the 1970s, initially relying on imported technology and materials, with significant growth occurring in the 1990s due to rising demand from the automotive and electronics sectors [8][12] - By 2024, China's nylon production is expected to reach 4.59 million tons, reflecting a year-on-year growth of 6.25%, providing a solid raw material foundation for the modified nylon industry [12][14] Application Areas - Automotive components represent a significant application area for modified nylon, with the market demand closely linked to the development of China's automotive industry, which produced over 30 million vehicles in 2023 [14] - The trend towards lightweight materials in the automotive sector is creating opportunities for modified nylon in critical components such as engine parts and intake manifolds [14] Key Companies - Major companies in the modified nylon industry include Kingfa Technology, Hengshen New Materials, Shenda Co., Nanjing Julong, and others, with a market structure characterized by large enterprises dominating the high-end market and small to medium enterprises focusing on niche segments [20][22] - Kingfa Technology is noted for its focus on high-performance new materials and is expected to achieve a revenue of 32.075 billion yuan in 2024, reflecting an 18.95% year-on-year growth [23] - Hengshen New Materials specializes in nylon 6 products and is projected to have a revenue of 1.746 billion yuan in 2024, with a growth rate of 19.51% [25] Future Trends - The demand for high-performance enhanced materials is expected to grow, with key technological breakthroughs in whisker-reinforced and carbon fiber-reinforced nylon [27] - Nylon alloying is becoming a mainstream trend, optimizing mechanical properties and heat resistance through blending with other polymers [28] - The rise of nanotechnology in nylon applications is anticipated to enhance mechanical strength and thermal stability, expanding its use in precision fields [30] - The demand for environmentally friendly flame-retardant nylon is increasing, with a focus on halogen-free systems due to stricter environmental regulations [31] - Functional nylon applications are expanding, with anti-static, conductive, and magnetic properties being increasingly utilized in electronics and machinery [32] - The industry is shifting towards refined and integrated technologies, emphasizing material design and customized applications to meet downstream demands [33]

Group 1 - The company Shenma Industrial Co., Ltd. issued convertible bonds totaling 3 billion RMB, with a net amount of approximately 2.96 billion RMB after deducting issuance costs [1][10] - The convertible bonds have a maturity period of six years, from March 16, 2023, to March 15, 2029, with an annual interest rate starting at 0.20% in the first year [1][6] - The initial conversion price for the bonds is set at 8.38 RMB per share, subject to adjustments based on various corporate actions [2][3] Group 2 - The company reported a revenue of approximately 1.40 billion RMB for 2024, reflecting a 4.08% increase compared to the previous year [12][13] - The net profit attributable to shareholders decreased significantly by 77.57% to approximately 3.35 million RMB, primarily due to rising material costs and increased R&D investments [12][13] - The company's total assets decreased by 12.71% to approximately 2.80 billion RMB, while the net assets attributable to shareholders fell by 10.87% to approximately 716.33 million RMB [12][13] Group 3 - The company has a debt guarantee from its controlling shareholder, China Pingmei Shenma Group, covering the principal and interest of the bonds [10][11] - The company has established a special account for managing the funds raised from the bond issuance, ensuring proper allocation and usage [11] - The company has a current ratio of 1.87 and a quick ratio of 1.58 as of the end of 2024, indicating improved short-term solvency compared to the previous year [12][13]

债券简称：神马转债 债券代码：110093 股票简称：神马股份 股票代码：600810 神马实业股份有限公司 （2024年度） 债券受托管理人 中信证券股份有限公司 （广东省深圳市福田区中心三路8号卓越时代广场（二期）北座） 2025年6月 重要声明 中信证券股份有限公司（以下简称"中信证券"）编制本报告的内容及信 息均来源于神马实业股份有限公司（以下简称"神马股份""发行人"或"公 司"）对外公布的《神马实业股份有限公司 2024 年年度报告》等相关公开信息 披露文件、神马股份提供的证明文件以及第三方中介机构出具的专业意见。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相 关事宜做出独立判断，而不应将本报告中的任何内容据以作为中信证券所作的 承诺或声明。 向不特定对象发行可转换公司债券 受托管理事务报告 1 | 目录 | | --- | | 第一节 | 本次可转换公司债券概况 4 | | --- | --- | | | 一、发行人名称 4 | | | 二、核准文件及核准规模 4 | | | 三、本次可转换公司债券发行条款 4 | | | （一）本次发行证券的种类 4 | | | （二）发行 ...

Group 1 - The core viewpoint of the articles highlights the importance of bond financing for technology innovation companies in Henan Province, aiming to enhance their funding channels and accelerate technological advancements [1][2] - The training session organized by the Henan Securities Regulatory Bureau and the Henan Listed Companies Association focused on the advantages and policies related to technology innovation bonds, providing insights into the bond market's role in supporting listed companies [1] - The issuance of the first technology innovation renewable corporate bond by Shennong Co., with a coupon rate of 2.59% and a subscription multiple of 3.69, demonstrates the growing interest and confidence in utilizing bond financing for innovation [2] Group 2 - Henan Province has cultivated a number of specialized and innovative enterprises that are crucial for the industrial transformation and upgrading of the region, although some still face challenges related to long financing cycles and high capital demands [2] - The technology innovation corporate bonds are seen as a vital tool for directing funds towards early-stage, small, long-term, and hard technology investments, injecting more vitality into the production capacity of Henan's listed companies [2] - The Henan Securities Regulatory Bureau plans to continue optimizing the regulatory environment and policy support to foster a healthy development ecosystem for corporate bond financing, thereby contributing to high-quality economic growth in the province [2]

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、准确性和完整性承 担法律责任。 关于新增募集资金专户并签订四方监管协议的公告 一、募集资金基本情况 证券代码：600810 证券简称：神马股份 公告编号：2025-053 神马实业股份有限公司 经中国证券监督管理委员会（以下简称"中国证监会"）《关于核 准神马实业股份有限公司公开发行可转换公司债券的批复》（证监许 可〔2023〕338 号）的核准，神马实业股份有限公司（以下简称"神 马股份"或"公司"）公开发行可转换公司债券（以下简称"可转债"） 3,000.00 万张，发行价格为每张人民币 100.00 元，募集资金总额为人 民币 300,000.00 万元，扣除各项发行费用后的实际募集资金净额为人 民币 296,364.72 万元。本次可转债募集资金已于 2023 年 3 月 22 日存 入公司募集资金专户，立信会计师事务所（特殊普通合伙）进行了审 验，并出具了《神马实业股份有限公司公开发行可转换公司债券募集 资金验资报告》（信会师报字[2023]第 ZB10182 号）。 二、变更募集资金用途情况 公司 ...

Group 1 - The core point of the article highlights the significant increase in related party transactions for Shennong Co., which raised regulatory inquiries due to a 36% year-on-year surge in related procurement for 2024, amounting to 12.028 billion yuan [1] - The company reported that over 80% of its transactions with its controlling shareholder, Pingmei Shennong Group, involved core production materials such as benzene and raw coal, with a staggering 1074% increase in raw coal procurement to 568 million yuan due to heightened demand from its subsidiary's hydrogen chemical project [1] - The audit firm pointed out that the company did not procure key raw materials like benzene from non-related parties in 2024, leading to concerns about the fairness of pricing and the absence of comparable price data [1] Group 2 - The pricing mechanism and market doubts surrounding the related party transactions are under scrutiny, as the applicability of the comparable uncontrolled price method is challenged due to unique conditions in the transactions, such as exclusive supply and pipeline transportation [2] - The company’s governance transparency is questioned, particularly regarding its capitalized R&D expenditures and the lack of disclosure on amortization methods for intangible assets, raising compliance concerns [2] - The current situation reflects a typical contradiction in state-owned enterprises' supply chain integration, where reliance on the controlling shareholder's resources enables rapid capacity expansion, but excessive dependence may lead to a loss of independence and potential risks if the group's supply chain fluctuates [3]

Core Viewpoint - Shennong Co., Ltd. reported a significant increase in related party transactions in its 2024 annual report, with a total of 120.28 billion yuan, primarily due to increased procurement from its controlling shareholder and related parties [1] Group 1: Related Party Transactions - The total amount of related party transactions reached 120.28 billion yuan, with related procurement accounting for 98.37 billion yuan, a year-on-year increase of 36.24%, and related sales amounting to 21.59 billion yuan, up 5.03% [1] - The company has receivables from its controlling shareholder and related parties totaling 3.91 billion yuan, with prepayments of 1.25 billion yuan and other receivables of 1.62 billion yuan [1] Group 2: Procurement Details - The company procured a total of 50.09 billion yuan from its controlling shareholder, China Pingmei Shenma Group, mainly for five products: benzene, caprolactam, raw coal, liquid ammonia, and cyclohexanone, which accounted for approximately 69.62% of total procurement [2] - The procurement prices from related parties were lower than market averages due to cost savings from pipeline transportation and the advantages of integrated supply chains [2] Group 3: Reasons for Increased Procurement - The significant increase in related party procurement was attributed to new equipment purchases for ongoing projects by subsidiaries, with procurement amounts for subsidiaries like Puli Materials, Long'an Chemical, and Aidi'an increasing by 87.65% compared to the previous year [3] - The procurement of raw coal also surged, with quantities increasing from 4.98 million tons in 2023 to 65.46 million tons in 2024, resulting in a procurement amount increase of 1074.22% [3] - The company emphasized the necessity of related party procurement to leverage the centralized purchasing advantages of its controlling shareholder, ensuring quality and reducing costs [3]

证券代码：600810 证券简称：神马股份 公告编号：2025-052 披露的《神马股份关于使用部分闲置募集资金暂时补充流动资金的公告》（公告 编号：2024-064）。 根据上述决议，公司在规定期限内实际使用了 100,000.00 万元闲置募集资 金暂时补充流动资金，并对资金进行了合理安排与使用，未影响募集资金投资项 目正常进行。 截至 2025 年 6 月 19 日，公司已将上述暂时用于补充流动资金的闲置募集资 金全部归还至募集资金专户，未超期使用，并将上述募集资金归还情况通知了保 荐机构和保荐代表人。 神马实业股份有限公司董事会 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、准确性和完整性承担法律责任。 神马实业股份有限公司(以下简称"公司")于 2024 年 6 月 26 日召开第十一 届董事会第三十九次会议及第十一届监事会第十五次会议，审议通过了《关于使 用部分闲置募集资金暂时补充流动资金的议案》，同意公司使用闲置募集资金不 超过 100,000.00 万元（含 100,000.00 万元）用于暂时补充流动资金，用于与公 司主营业务相关的业务 ...

Core Viewpoint - The company has responded to the Shanghai Stock Exchange regarding its 2024 annual report, specifically addressing issues related to related party transactions and providing detailed disclosures on procurement and sales activities with its controlling shareholder and affiliates [1][2]. Related Party Transactions - In 2024, the company engaged in related party transactions amounting to 12.028 billion yuan, with related party purchases reaching 9.837 billion yuan, a year-on-year increase of 36.24%, and related party sales totaling 2.159 billion yuan [2]. - The company provided a detailed breakdown of its top five related party purchases, indicating that the prices for related party transactions were generally in line with market prices, demonstrating fairness in pricing [4][5]. Procurement Details - The top five related party procurement items included products such as benzene, caprolactam, and raw coal, which accounted for approximately 69.62% of total procurement [4]. - The increase in related party procurement was attributed to new equipment purchases for ongoing projects and stable procurement needs for raw materials [7]. Sales Activities - The company reported that its sales to related parties included products like nylon 66 chips and industrial yarn, with a significant portion of sales being directly shipped to end customers [9][10]. - The revenue from related party sales was confirmed to comply with accounting standards, with control over the products transferring to buyers at the point of delivery [10][11]. Financial Performance - The company’s total revenue from various products in 2024 was 1.384 billion yuan, with related party sales accounting for 215.892 million yuan, representing 15.59% of total revenue [9][11]. - The gross margin for certain products sold through related parties was reported, indicating a strategic approach to mitigate competition risks and optimize the supply chain [11][12]. Compliance and Risk Management - The company emphasized that its related party transactions were conducted based on normal business needs and adhered to market principles, ensuring no potential for profit transfer [8][12]. - The company has implemented measures to avoid competition with its affiliates by centralizing procurement and sales processes, thereby enhancing operational efficiency [11][12].