江西耐普矿机股份有限公司 2025 年半年度报告全文 NAIPU MINING MACHINERY CO., LTD. 江西耐普矿机股份有限公司 2025 年半年度报告 公告编号：2025-081 【2025 年 8 月】 1 江西耐普矿机股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会及董事、高级管理人员保证半年度报告内容的真实、 准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个 别和连带的法律责任。 公司负责人郑昊、主管会计工作负责人欧阳兵及会计机构负责人 (会计主管人员)李转红声明：保证本半年度报告中财务报告的真实、 准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 本报告涉及的未来计划等前瞻性陈述，不构成公司对投资者的实 质承诺，请投资者及相关人士对此保持足够的风险认识，理解计划、 预测与承诺之间的差异。公司近期不存在可能对公司生产经营状况、 财务状况和持续盈利能力有严重不利影响的重大风险因素，敬请广大 投资者注意投资风险。 公司面临的风险与应对措施详见本报告"第三节管理层讨论与分 析"的"十、公司面临的风险和应对措施"相关内容。 公司 202 ...

证券日报网讯耐普矿机（300818）8月21日在互动平台回答投资者提问时表示，截至2025年8月20日收 盘，公司股东人数为11268户。 ...

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is applying to issue convertible bonds to raise up to 450 million yuan for a new materials mining wear parts manufacturing project in Peru and to supplement working capital [2][8]. Financial Matters - The total amount to be raised from the issuance of convertible bonds is capped at 450 million yuan, which will be used for a project in Peru with an annual production capacity of 12,000 tons of new materials mining wear parts and to supplement working capital [2][3]. - The project will leverage Peru's geographical advantages to serve markets in Chile, Mexico, Colombia, and Ecuador, where there is a strong demand for mining wear parts [2][3]. - The expected sales revenue for the Peru subsidiary in 2024 is projected to be 505.55 million yuan, with an estimated gross margin of 40.67% [2][3]. - The average gross margin for overseas mining rubber wear parts during the reporting period was 47.49% [2][3]. Project Delays and Financial Status - The previous fundraising for the Chile marketing service center project has reached 100.02% usage, but the project completion date has been extended from February 2022 to February 2027 due to lengthy approval processes [2][3]. - The Chile project has also been delayed from June 2024 to December 2025 due to complex local government approvals [2][3]. - As of the end of the reporting period, the company's cash balance was 532.55 million yuan [2][3]. Financing Necessity - The company has calculated a funding gap of 767.41 million yuan over the next three years, necessitating the issuance of convertible bonds to alleviate financial pressure and support project development [8][9]. - The financing will help maintain a healthy debt structure, as the company's debt-to-asset ratio was 36.07% at the end of the reporting period, and the issuance of convertible bonds is expected to keep this ratio stable [8][9]. Sales Performance in Latin America - The company has seen significant growth in sales in Latin America, with revenues increasing from 7.59 million yuan in 2022 to 17.73 million yuan in 2024, reflecting a compound annual growth rate of 52.89% [10][11]. - The share of Latin American sales in total revenue rose from 10.14% to 19.70% during the reporting period, indicating the region's growing importance to the company's overall business [10][11]. - The main products sold in Latin America are mining wear parts, with sales revenue for these products increasing significantly during the reporting period [11][12]. Customer Development - The company has successfully expanded its customer base in Latin America, increasing the number of customers from 23 at the beginning of 2022 to 51 by March 2025, a growth of 121.74% [12][13]. - The revenue contribution from new customers has also increased, demonstrating effective customer acquisition strategies [12][13].

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. plans to issue convertible bonds to raise up to 450 million yuan for a new materials mining wear parts manufacturing project in Peru and to supplement working capital [5][6]. Group 1: Project Overview - The project aims to establish a manufacturing base for new materials mining wear parts in Peru, with an expected annual production capacity of 12,000 tons [5]. - The project is anticipated to generate sales revenue of approximately 505.55 million yuan with a gross profit margin of 40.67% upon reaching full production [5][6]. - The project will leverage Peru's geographical advantages to serve markets in Chile, Mexico, Colombia, and Ecuador [5]. Group 2: Financial and Operational Details - As of the end of 2024, Naipu Mining's cash balance was approximately 532.55 million yuan [5]. - The company has already invested approximately 12.16 million yuan in the project prior to the board's approval for the bond issuance [10]. - The project is being implemented by Naipu Peru Mining Co., Ltd., a wholly-owned subsidiary [5]. Group 3: Legal and Regulatory Compliance - The law firm has confirmed that all necessary legal documents and approvals have been obtained for the bond issuance and project implementation [2][3]. - The company has received the required approvals from the Jiangxi Provincial Development and Reform Commission and the Ministry of Commerce for its overseas investment [19]. - The project has been designed to comply with local regulations and has already secured land for construction [9][27]. Group 4: Market and Competitive Landscape - The Latin American market for mining wear parts is expected to grow significantly, with Naipu Mining already establishing relationships with major mining companies in the region [14][15]. - The company has reported a nearly 50% compound annual growth rate in sales revenue from Latin America from 2022 to 2024 [15]. - The project is expected to enhance Naipu Mining's competitive position in the Latin American market by improving response times to customer needs [15][16].

Company Overview - Jiangxi Naipu Mining Machinery Co., Ltd. is a specialized manufacturer of heavy mining equipment and wear-resistant parts, integrating R&D, production, sales, and services [1][2] - The company focuses on high-performance rubber wear-resistant materials and composite materials to enhance the performance and reliability of heavy mining equipment [2][3] Main Business Activities - The company provides optimization of heavy mining equipment, design, consulting, and optimization of mineral processing workflows as value-added services [2] - Its wear-resistant new materials have been applied in several large domestic non-ferrous and ferrous metal mines and exported to countries including Mongolia, Chile, Mexico, Ecuador, Peru, Kazakhstan, Australia, and Russia [2][5] Core Technologies and R&D - The company has accumulated rich industry experience and possesses 107 domestic patents, with several core technologies at advanced levels [2][3] - Key technologies include the development of high-efficiency heavy-duty slurry pumps, composite lining boards, and rubber hoses with significantly improved durability and reliability [3][4] Financial Data - As of the latest reporting period, total assets amounted to 277.93 billion yuan, with total liabilities at 100.26 billion yuan and total equity at 177.67 billion yuan [4] - The company reported a net profit of 5.38 million yuan for the year 2022, with a significant drop in net profit in the first quarter of 2025 compared to the previous year [4][12] Market Position and Competition - The company has established stable partnerships with well-known mining companies such as Erdenet Mining Corporation and Zijin Mining Group, contributing to its market position [2][5] - The mining equipment manufacturing market is characterized by intense competition, with both domestic and international players vying for market share [15][16] Risks and Challenges - The company faces risks related to overseas operations, customer concentration, and technological innovation, which could impact its business performance [5][6] - Fluctuations in raw material prices, particularly steel and rubber, pose a significant risk to production costs and profit margins [7][8] - The company has a high dependency on a few major clients, with the top five clients accounting for 68.42% of total revenue, indicating a concentration risk [5][6] Investment and Growth Prospects - The company plans to raise funds through the issuance of convertible bonds to support its investment projects, including a new production base in Peru with an expected annual capacity of 12,000 tons of new wear-resistant materials [17][18] - The company aims to increase its market share in Latin America, where its current market penetration is approximately 1.5%, indicating significant growth potential [18][19]

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is planning to issue convertible bonds to unspecified investors, with the aim of raising funds for a new materials manufacturing project in Peru and to supplement working capital. The issuance is supported by Guojin Securities as the lead underwriter, and the company has undergone necessary due diligence and internal reviews to ensure compliance with relevant regulations [1][6][17]. Group 1: Company Overview - Jiangxi Naipu Mining Machinery Co., Ltd. was established on October 14, 2005, with a registered capital of 168.77 million RMB [2]. - The company specializes in manufacturing mining machinery and related products, including research and development, sales, and engineering design services [2][9]. - The company has established stable partnerships with well-known mining companies both domestically and internationally, enhancing its market presence [9]. Group 2: Bond Issuance Details - The total amount to be raised through the bond issuance is capped at 450 million RMB, which will be allocated to the Peru project and working capital [13][17]. - The funds will not be used for loss compensation or non-productive expenditures, ensuring compliance with regulatory requirements [14][24]. - The issuance has been approved by the company's board and shareholders, pending final approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7][17]. Group 3: Financial Performance - The company reported net profits of 134.32 million RMB, 80.07 million RMB, and 116.47 million RMB for the years 2022, 2023, and 2024, respectively, indicating a stable financial performance [9][10]. - The average distributable profit over the last three years is sufficient to cover the interest on the proposed bonds, demonstrating financial viability [15]. Group 4: Compliance and Risk Management - Guojin Securities has conducted thorough due diligence and internal reviews, confirming that the application documents meet legal requirements and do not contain false statements or omissions [4][6]. - The company has established a robust internal control system and governance structure, ensuring compliance with relevant laws and regulations [11][12]. - The company has no significant financial investments or debts that would hinder its ability to issue new bonds [10][21].

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. plans to issue convertible bonds to raise up to 450 million yuan for a new materials mining wear parts manufacturing project in Peru and to supplement working capital [2][9]. Group 1: Financing Necessity - The company has a projected funding gap of 767.41 million yuan over the next three years, making the issuance of 450 million yuan in convertible bonds necessary to alleviate financial pressure and support project development [9][10]. - The financing will help the company maintain a reasonable debt level and reduce operational and financial risks, as the debt ratio is expected to rise significantly if the funding gap is covered solely through bank loans [9][10]. Group 2: Project Details - The new manufacturing project in Peru aims to produce 12,000 tons of new materials mining wear parts annually, leveraging Peru's geographical advantages to serve markets in Chile, Mexico, Colombia, and Ecuador [2][12]. - The project will be executed by Naipu Peru Mining Machinery Co., Ltd., a wholly-owned subsidiary, and is expected to generate sales revenue of 505.55 million yuan in 2024 with a gross margin of 40.67% [2][12]. Group 3: Product and Market Analysis - The fundraising will not introduce new products but will expand the existing range of rubber wear parts for mining equipment, which includes components for various mining processes [11][13]. - The company has established a solid technical and personnel foundation to support the production of these products, ensuring the project's successful implementation [11][12]. Group 4: Regulatory and Approval Process - The company has completed the necessary land acquisition for the project, purchasing 72,301.30 square meters of land in Peru, with prior investments made before the board's approval of the bond issuance [13][14]. - The project is subject to various regulatory approvals, and the company is actively managing these processes to mitigate potential delays [12][14].

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is in the process of issuing convertible bonds to unspecified objects, which is currently under review by the Shenzhen Stock Exchange and requires approval from the China Securities Regulatory Commission for implementation [1][2]. Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange regarding its application to issue convertible bonds on July 8, 2025 [1]. - The company, along with relevant intermediaries, has conducted thorough research and provided responses to the inquiry letter, updating the prospectus and related application documents accordingly [1][2]. - The company will submit the updated application documents through the Shenzhen Stock Exchange's listing review system after disclosing the inquiry response report and updated application documents [2]. Group 2 - The issuance of convertible bonds is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with the timeline and outcome remaining uncertain [2]. - The company commits to timely information disclosure in accordance with relevant laws and regulations as the matter progresses [2].

国金证券股份有限公司 关于 江西耐普矿机股份有限公司申请 向不特定对象发行可转换公司债券 的审核问询函之回复 保荐人（主承销商） 江西耐普矿机股份有限公司 与 （成都市青羊区东城根上街 95 号） 二〇二五年八月 1 深圳证券交易所： 贵所《关于江西耐普矿机股份有限公司申请向不特定对象发行可转换公司债 券的审核问询函》（审核函〔2025〕020029 号）（以下简称"问询函"）已收悉。 根据贵所要求，江西耐普矿机股份有限公司（以下简称"耐普矿机""发行人" 或"公司"）会同国金证券股份有限公司（以下简称"国金证券""保荐人"或"保 荐机构"）、上海市锦天城律师事务所（以下简称"发行人律师"）、北京德皓国际 会计师事务所（特殊普通合伙）（以下简称"北京德皓"或"申报会计师"）等中 介机构，对问询函中所提问题逐项核查，作如下回复，请予审核。 除特别说明外，本回复中相关用语具有与《江西耐普矿机股份有限公司向不 特定对象发行可转换公司债券募集说明书》中相同的含义。本回复中所有数值保 留两位小数，如出现总数与各分项数值之和不符的情形，均为四舍五入原因造成。 本回复的字体具体如下： | 项目 | 字体 | | --- | ...

国金证券股份有限公司 关于 江西耐普矿机股份有限公司 向不特定对象发行可转换公司债券 之 发行保荐书 二〇二五年八月 江西耐普矿机股份有限公司 发行保荐书 声明 国金证券股份有限公司（以下简称"国金证券""本保荐机构"）接受江西耐 普矿机股份有限公司（以下简称"耐普矿机""公司"或"发行人"）的委托，担 任其向不特定对象发行可转换公司债券的保荐机构。 本保荐机构及保荐代表人根据《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》（以下简称"《注册管理办法》"）、《证券发行上市保荐 业务管理办法》（以下简称"《保荐业务管理办法》"）等有关法律、行政法规和中 国证券监督管理委员会（以下简称"中国证监会"）及深圳证券交易所的有关规 定，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规范和道德 准则出具本发行保荐书，并保证所出具文件的真实性、准确性和完整性。 如无特殊说明，本发行保荐书中的简称与《江西耐普矿机股份有限公司向不 特定对象发行可转换公司债券募集说明书》一致。 保荐人（主承销商） （成都市青羊区东城根上街 95 ...