Evergreen Technology(603125)
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常青科技: 关于最近五年不存在被证券监管部门和交易所采取监管措施或处罚情况的公告
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - Jiangsu Changqing Tree New Materials Technology Co., Ltd. has announced that it has not faced any regulatory measures or penalties from securities regulatory authorities or exchanges in the past five years, ensuring transparency and investor protection as it plans to issue convertible bonds [2]. Summary by Sections Company Compliance - The company has adhered to the relevant laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Shanghai Stock Exchange Listing Rules, to enhance its corporate governance and internal management systems [2]. Regulatory History - A self-examination revealed that the company has not been subjected to any penalties by securities regulatory authorities in the last five years [2]. - Additionally, the company has not been under any regulatory measures from securities regulatory authorities or exchanges during the same period [2].
常青科技: 关于将部分募集资金购买备品备件转为一般用途并以自有资金补足的公告
Zheng Quan Zhi Xing· 2025-09-03 12:19
江苏常青树新材料科技股份有限公司 证券代码:603125 证券简称:常青科技 公告编号:2025-060 江苏常青树新材料科技股份有限公司 江苏常青树新材料科技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。 江苏常青树新材料科技股份有限公司(以下简称"公司")于 2025 年 9 月 3 日召开第二届董事会第十四次会议,审议通过了《关于将部分募集资金购买备品 备件转为一般用途并以自有资金补足的议案》:鉴于公司前次募投项目"特种聚 合材料助剂及电子专用材料制造项目"已于 2025 年 6 月末投产,为提高材料使 用效率,避免物资浪费,公司拟将募投项目结余及被临时借用的少量备品备件转 为一般用途,涉及临时借用备品备件金额 17.13 万元(含税),结余备品备件金 额 89.60 万元(含税),合计金额 106.73 万元(含税),公司将以自有资金补足。 此次将部分募集资金购买备品备件转为一般用途并以自有资金补足的事项 能够提高材料使用效率,避免物资浪费,符合募集资金管理的相关规定,对公司 特此公告。 关于将部分 ...
常青科技: 关于公司向不特定对象发行可转换公司债券摊薄即期回报与填补措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - Jiangsu Changqing Tree New Materials Technology Co., Ltd. plans to issue convertible bonds to unspecified objects, analyzing the impact on immediate returns and proposing measures to mitigate this dilution [1][2][3]. Financial Impact Analysis - The company estimates the impact of the convertible bond issuance on key financial metrics under different scenarios, including scenarios where net profit remains flat, grows by 10%, or grows by 20% [3][5]. - The total share capital will increase from 404,836,375 shares to 448,624,004.99 shares if all bonds are converted [2][5]. - The diluted earnings per share (EPS) will decrease from 0.50 to 0.48 under the flat profit scenario, while it will be 0.55 and 0.61 under the 10% growth scenario, and 0.61 and 0.73 under the 20% growth scenario [5]. Fundraising Purpose and Necessity - The total amount to be raised from the issuance of convertible bonds is not to exceed RMB 285,489.86 million, with the funds primarily allocated to projects aimed at optimizing product structure and enhancing core competitiveness [7][8]. - The investment projects are expected to extend existing product lines and improve the company's capabilities in the specialty polymer materials sector [8][9]. Company Preparedness - The company has a stable and efficient management and technical team with extensive experience in the specialty polymer materials sector, ensuring the successful implementation of the fundraising projects [9][10]. - The company has made significant technological advancements and established a strong market presence, which will support the successful execution of the fundraising projects [10]. Measures to Mitigate Dilution - The company has committed to several measures to mitigate the dilution of immediate returns, including strict management of the use of raised funds, proactive project implementation, and enhancing market competitiveness [11][12]. - A detailed management plan for the use of raised funds has been established to ensure compliance and protect investor interests, particularly for small and medium investors [11][12]. Commitment from Major Stakeholders - The controlling shareholders and actual controllers of the company have made commitments to ensure the effectiveness of the measures to mitigate the dilution of immediate returns [12][13]. - The board of directors and senior management have also pledged to fulfill their responsibilities and protect the interests of all shareholders [13][14].
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].
常青科技: 独立董事关于公司第二届董事会第十四次会议相关事项的独立意见
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - The independent directors of Jiangsu Evergreen New Materials Technology Co., Ltd. have unanimously agreed to submit several proposals regarding the issuance of convertible bonds to the upcoming shareholder meeting, emphasizing that these actions are in the best interest of the company and its shareholders, particularly minority shareholders. Group 1: Issuance of Convertible Bonds - The company meets the conditions for issuing convertible bonds to unspecified objects, aligning with current laws and regulations, and does not harm the interests of minority shareholders [1] - The proposal for the issuance of convertible bonds is deemed reasonable and beneficial for enhancing the company's long-term competitiveness and profitability, with no detriment to minority shareholders [1][2] - The necessity and fairness of the bond issuance plan have been thoroughly analyzed, confirming compliance with legal requirements and alignment with national industrial policies [2][3] Group 2: Use of Proceeds and Feasibility - The feasibility analysis of the projects funded by the bond issuance is detailed and aligns with national policies, enhancing the company's market competitiveness and long-term development [3][4] - The previous fundraising usage report is accurate and complies with regulations, ensuring no misuse of funds [4] Group 3: Shareholder Rights and Governance - The measures to mitigate the dilution of immediate returns from the bond issuance are legal and beneficial for protecting the rights of all shareholders, especially minority shareholders [4] - The rules for the bondholders' meeting are established without harming minority shareholders' interests [4] - The proposal to authorize the board to manage the bond issuance process is legal and promotes efficient execution, safeguarding shareholder interests [4] Group 4: Dividend Policy and Fund Allocation - The proposed dividend return plan for the next three years (2025-2027) is in line with legal requirements and aims to provide reasonable returns to shareholders while ensuring sustainable development [5] - The plan to repurpose part of the raised funds for general use, supplemented by the company's own funds, is efficient and compliant, with no negative impact on minority shareholders [5]
常青科技: 常青科技向不特定对象发行可转换公司债券方案的论证分析报告
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - Jiangsu Evergreen New Material Technology Incorporated Company plans to issue convertible bonds to raise funds for its Phase I project of the Taizhou Polymer New Material Production Base, addressing the need for external financing to support project construction and enhance capital strength [1][2]. Group 1: Necessity of the Bond Issuance - The total planned investment for the Taizhou project is 800 million yuan, which exceeds the company's current financial capacity, necessitating external financing [2]. - The convertible bonds have a maturity of 6 years, aligning with the medium to long-term funding needs of the project [2]. - Compared to bank loans and other debt financing methods, convertible bonds offer lower interest rates, reducing interest expenses and optimizing the company's capital structure [2][3]. Group 2: Selection of Issuance Objects - The issuance will target unspecified investors, including individuals, legal entities, and investment funds, with priority given to existing shareholders [3][4]. - The selection criteria for investors require them to possess risk identification and bearing capabilities, as well as sufficient financial strength [4][5]. Group 3: Pricing Principles and Methods - The pricing of the convertible bonds will be determined based on market conditions and company specifics, with the initial conversion price set not lower than the average stock price over the previous 20 trading days [6][7]. - Adjustments to the conversion price will occur in response to stock dividends, capital increases, or cash dividends, ensuring fair treatment for bondholders [6][7][8]. Group 4: Feasibility of the Issuance - The issuance complies with the Securities Law and relevant regulations, confirming the company's sound organizational structure and operational capability [8][9]. - The company has maintained a consistent profit over the last three years, with average distributable profits sufficient to cover bond interest payments [9][10]. Group 5: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been thoroughly reviewed by the board of directors, ensuring it benefits the company's business expansion and enhances overall competitiveness [25][26]. - The plan will be disclosed to all shareholders, allowing for fair voting during the shareholders' meeting [25][26]. Group 6: Impact on Immediate Returns and Mitigation Measures - The issuance may dilute immediate returns for existing shareholders, but the company plans to implement measures to mitigate this risk, including effective management of raised funds and enhancing market competitiveness [26][27]. Group 7: Conclusion - The issuance of convertible bonds is deemed necessary and feasible, aligning with the company's strategic goals and benefiting all shareholders [27].
常青科技: 常青科技向不特定对象发行可转换公司债券预案
Zheng Quan Zhi Xing· 2025-09-03 12:19
Core Viewpoint - Jiangsu Evergreen New Material Technology Incorporated Company plans to issue convertible bonds totaling up to RMB 800 million to unspecified investors, with the funds primarily allocated for the Taizhou Polymer New Material Production Base project [2][14]. Summary by Sections Issuance Overview - The company intends to issue no more than 8 million convertible bonds, each with a face value of RMB 100, at par value [3]. - The bonds will have a duration of six years from the issuance date [3]. - The interest rate will be determined based on market conditions and company specifics, with annual interest payments [4][3]. Financial Information - As of June 30, 2025, the company reported total assets of approximately RMB 2.53 billion, with total liabilities of about RMB 170 million [15][16]. - The company’s net profit for the first half of 2025 was approximately RMB 70.25 million, with a revenue of around RMB 484.57 million [16]. Use of Proceeds - The total investment for the Taizhou project is estimated at RMB 285.49 million, with the bond proceeds expected to cover RMB 80 million of this amount [14]. - If the net proceeds from the bond issuance are insufficient, the company will use self-raised funds to cover the shortfall [14]. Rights and Obligations of Bondholders - Bondholders will have the right to convert their bonds into shares after a six-month period from issuance [4]. - The company will redeem the bonds at 108% of the face value upon maturity if they remain unconverted [11]. - Bondholders can exercise a put option under certain conditions, including significant changes in the company's project implementation [9][10]. Regulatory Compliance - The bond issuance is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [14]. - The company has established a special account for the proceeds from the bond issuance to ensure proper management and usage of the funds [13].
常青科技: 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
Zheng Quan Zhi Xing· 2025-09-03 12:19
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、准确性和完整性承担法律责任。 江苏常青树新材料科技股份有限公司 证券代码:603125 证券简称:常青科技 公告编号:2025-057 江苏常青树新材料科技股份有限公司 关于向不特定对象发行可转换公司债券 江苏常青树新材料科技股份有限公司(以下简称"公司")于 2025 年 9 月 转换公司债券的相关议案。《江苏常青树新材料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》及相关文件已于同日在上海证券交易所网站 (www.sse.com.cn)披露,敬请投资者注意查阅。 公司向不特定对象发行可转换公司债券预案等相关公告披露事项不代表审 批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断、确认 或批准,公司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需 公司股东会审议通过、上海证券交易所审核通过并经中国证券监督管理委员会同 意注册后方可实施,敬请广大投资者注意投资风险。 特此公告。 江苏常青树新材料科技股份有限公司董事会 ...
常青科技(603125.SH)拟发行可转债募资不超8亿元
智通财经网· 2025-09-03 12:07
Group 1 - The company, Changqing Technology (603125.SH), announced plans to issue convertible bonds to raise a total of no more than 800 million yuan [1] - The net proceeds from the bond issuance, after deducting issuance costs, are intended for the first phase of the Taizhou high polymer new materials production base [1]
常青科技拟发行可转债募资不超8亿元
Zhi Tong Cai Jing· 2025-09-03 12:06
Core Viewpoint - Changqing Technology (603125.SH) plans to issue convertible bonds to raise a total of no more than 800 million yuan, with the net proceeds intended for the first phase of the Taizhou high polymer new materials production base [1] Group 1 - The company aims to raise funds through the issuance of convertible bonds [1] - The total amount targeted for fundraising is capped at 800 million yuan [1] - The net proceeds after deducting issuance costs will be allocated to the Taizhou high polymer new materials production base [1]