Core Viewpoint - The company, Ningbo Sinyuan ZM Technology Co., Ltd., is issuing convertible bonds to raise funds for expanding its production capacity in the magnesium alloy sector, particularly for automotive lightweight components, in response to the growing demand driven by the rapid development of new energy vehicles and national policies promoting lightweight materials [1][11]. Company Overview - The company is based in Ningbo, Zhejiang Province, and specializes in the research, development, and manufacturing of magnesium and aluminum alloy precision die-casting products [11]. - The registered capital of the company is 112 million RMB, and it was established on July 16, 2003 [11]. Purpose of the Bond Issuance - The issuance aims to support the company's strategic plan to enhance its production capabilities in high-strength magnesium alloy components for the automotive industry, aligning with the industry's shift towards lightweight materials to meet energy-saving and emission reduction goals [11][12]. - The company plans to invest the raised funds into a project that will produce 3 million sets of high-strength magnesium alloy precision components annually, which is expected to significantly boost its market supply capacity and core competitiveness [8][12]. Market Context - The automotive industry is increasingly focusing on lightweight materials to improve fuel efficiency and reduce emissions, with magnesium alloys being a key material due to their low density and high strength [11][12]. - The demand for magnesium alloy components is expected to rise as the production of new energy vehicles in China is projected to grow significantly, with sales expected to reach approximately 12.89 million units by 2024, reflecting a compound annual growth rate of 47.14% [11][12]. Financial Overview - The company has a stable profit distribution policy, having distributed a total of 83.2 million RMB in cash dividends over the past three years, which is 115.21% of the average annual distributable profit [5][6]. - The company plans to issue convertible bonds with a total amount not exceeding 450 million RMB, with a maturity of six years and an annual interest rate to be determined based on market conditions [14][15]. Investment and Risk Factors - The company acknowledges potential risks associated with customer concentration, market competition, and international trade policies that could impact its revenue and profitability [6][7]. - The company has a robust plan to mitigate these risks by diversifying its customer base and enhancing its product offerings in response to market demands [12][13].

Core Viewpoint - The company Ningbo Sinyuan Zm Technology Co., Ltd. is issuing convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Guotou Securities Co., Ltd. [1] Group 1: Basic Information about the Issuer - The issuer, Ningbo Sinyuan Zm Technology Co., Ltd., was established on July 16, 2003, and is listed on the Shenzhen Stock Exchange under the stock code 301398 since December 15, 2022 [4][5] - The registered capital of the company is 112 million yuan, and its main business includes the research and development, production, and sales of magnesium and aluminum alloy precision die-casting products [4][5] - The company’s major products are used in automotive applications, including components for display systems, seats, powertrains, and lighting [5][6] Group 2: Shareholding Structure - As of March 31, 2025, the total share capital of the company is 80 million shares, with 70.13% being restricted shares and 29.88% being unrestricted shares [4] - The largest shareholder is Ningbo Yuansxingxiong Holdings Co., Ltd., holding 60.41% of the shares [6][7] Group 3: Financial Performance - The company reported total assets of 124,876.12 million yuan and total liabilities of 12,491.81 million yuan as of the latest financial statement [9] - For the first quarter of 2025, the company achieved a total revenue of 8,833.78 million yuan and a net profit of 1,693.95 million yuan [9][10] - The average distributable profit over the last three years is 72.21 million yuan, sufficient to cover the interest on the bonds being issued [16][18] Group 4: Bond Issuance Details - The company plans to use the proceeds from the bond issuance for a project to produce 3 million sets of high-strength magnesium alloy precision forming parts for automotive applications [17] - The bond issuance has been approved by the company's board and shareholders, and it complies with relevant laws and regulations [15][16] Group 5: Compliance and Governance - The company has established a sound corporate governance structure, including a board of directors and supervisory board, and adheres to legal and regulatory requirements [19][21] - The internal control systems are effective, and the financial statements have been audited without reservations for the past three years [22][23]

Group 1 - The company, Ningbo Sinyuan Zm Technology Co., Ltd., is engaged in the research, production, and sales of magnesium alloy and aluminum alloy precision die-casting products, primarily for the automotive industry [4][6][25] - The company has established a strong market position as a pioneer in the magnesium alloy die-casting sector, focusing on the large-scale application of magnesium alloys in automotive lightweighting [6][12] - The company’s main products include components for automotive display systems, seats, new energy vehicle powertrains, and other automotive parts, with notable clients including Audi, Ford, and Hongqi [6][7][25] Group 2 - The company reported a total revenue of 40,860.44 million yuan for the year 2024, with a net profit of 8,033.11 million yuan, indicating a growth trend in its financial performance [8][9] - The company’s total assets reached 125,177.61 million yuan, with total liabilities of 14,519.39 million yuan, reflecting a solid financial foundation [9][10] - The company’s gross profit margin has shown a declining trend, influenced by increased market competition and customer pricing pressures [15][16] Group 3 - The company plans to raise up to 45,000 million yuan through the issuance of convertible bonds to fund projects aimed at enhancing its production capacity for high-strength magnesium alloy components [36] - The proposed investment projects are expected to significantly increase the company’s market supply capability and core competitiveness in the automotive parts sector [12][15] - The company’s strategic focus includes continuous innovation and technology improvement to meet the evolving demands of the automotive industry [23][24]

Company Overview - Ningbo Xingyuan Zhuomei Technology Co., Ltd. was established through the overall change of Ningbo Xingyuan Machinery Co., Ltd. and has undergone several capital increases and changes in ownership structure since its inception in July 2003 [1][2] - The company's registered capital has evolved from USD 2.1 million to RMB 54,579,822.83, reflecting various rounds of investment and restructuring [1][2] Shareholding Structure - As of the latest update, the shareholding structure includes Ningbo Yuanxingxiong Holdings Co., Ltd. holding 80.55%, with the remaining shares held by individuals and investment partnerships [1][2] - The company has undergone multiple rounds of capital increases, with the most recent public offering of 20 million shares, raising the registered capital to RMB 80 million [2] Financial Reporting - The financial statements are prepared based on the going concern principle, adhering to the relevant accounting standards and guidelines [2][3] - The company has assessed its ability to continue as a going concern for the next 12 months and found no issues affecting this capability [2] Accounting Policies - The company follows important accounting policies and estimates as per the enterprise accounting standards, ensuring that the financial statements reflect a true and complete picture of its financial status [2][3] - The accounting year runs from January 1 to December 31, with the functional currency being Renminbi [2] Consolidation and Subsidiaries - The company includes its subsidiaries in the consolidated financial statements, with the latest addition being SINYUAN ZM INTERNATIONAL (SINGAPORE) PTE. LTD. [2][3] - The consolidation scope is determined based on control, including subsidiaries and structured entities [5][6] Financial Instruments - Financial instruments are recognized when the company becomes a party to the financial contract, with classifications based on the business model and cash flow characteristics [22][23] - The company measures financial assets at fair value upon initial recognition, with subsequent measurements depending on their classification [23][24] Foreign Currency Transactions - The company uses the spot exchange rate on the transaction date for initial recognition of foreign currency transactions and adjusts monetary items at the balance sheet date [20][21] - Any exchange differences arising from these transactions are recognized in the profit or loss for the period [20][21]

Core Viewpoint - Ningbo Xingyuan Zhuomei Technology Co., Ltd. is issuing convertible bonds to unspecified objects, with legal opinions and reports provided by Beijing Deheng Law Firm to ensure compliance with relevant laws and regulations [1][2][3]. Group 1: Company Overview - The main business of the company includes the research, production, and sales of magnesium alloy and aluminum alloy precision die-casting products and supporting die-casting molds [4][5]. - The company operates in the non-ferrous metal casting industry, specifically under the metal products industry category [4]. Group 2: Project Details - The fundraising project aims to produce 3 million sets of high-strength large magnesium alloy precision forming parts, primarily for the automotive sector, including components for new energy vehicles [7][8]. - The project is categorized as "encouraged" under national industrial policies, focusing on lightweight materials for automotive applications [7][8]. Group 3: Compliance and Regulatory Aspects - The project does not fall under obsolete or restricted industries and complies with national industrial policies [8][12]. - The project has met local energy consumption dual control requirements and has obtained the necessary energy-saving review opinions [19][20]. - The project has undergone the required environmental impact assessment and received approval from the relevant environmental authorities [22].

Core Viewpoint - Ningbo Xingyuan Zhuomei Technology Co., Ltd. is responding to the inquiry letter regarding its application for issuing convertible bonds, providing detailed explanations on various financial metrics and operational strategies. Financial Performance - The company's main business revenue for the reporting periods was 214.68 million, 265.98 million, 171.15 million, 53.23 million, and 55.12 million, with net profits of 53.65 million and a growth rate of 30.98% [1]. - The company's inventory values at the end of each reporting period were 49.93 million, 62.45 million, and 71.77 million, with an asset-liability ratio of 7.88% as of September 30, 2024 [1]. Cash Flow Analysis - The net cash flow from operating activities was consistently lower than net profit, with discrepancies attributed to inventory changes and non-cash expenses [2][3]. - The company experienced a significant increase in accounts receivable, impacting cash flow negatively, particularly in 2022 [2]. Gross Margin Fluctuations - The fluctuation in gross margin was influenced by the prices of magnesium and aluminum alloy raw materials, with sensitivity analysis indicating that a 10% change in raw material prices could affect gross margins by approximately 2.04% to 2.85% [4][5]. - The gross margin for magnesium alloy die-casting products was significantly affected by raw material price increases, leading to a decrease in profitability in 2022 [3][4]. Pricing Mechanisms - The company employs a pricing strategy based on cost-plus and market quotations, with adjustments made for raw material price fluctuations and other factors [6][7]. - There are annual price reduction clauses in place for certain products, with reductions ranging from 10.19% to 35.87% over the years [8][9]. Competitive Position - Compared to industry peers, the company's gross margin for die-casting products remains higher, attributed to its focus on magnesium alloy products and a smaller competitive landscape [4][5]. - The company has maintained a competitive edge in the magnesium alloy sector due to its long-standing expertise and strategic partnerships with suppliers [6][7]. Risk Management Strategies - The company has implemented measures to mitigate the impact of raw material price volatility, including optimizing inventory management and establishing strategic supplier relationships [5][6]. - Specific pricing adjustment mechanisms are in place to address significant fluctuations in raw material costs, ensuring that the company can maintain profitability [10].

Group 1 - The company, Ningbo Xingyuan Zhuomai Technology Co., Ltd., has received an inquiry letter from the Shenzhen Stock Exchange regarding its application to issue convertible bonds to unspecified objects [1][2] - The company has updated its application documents, including financial data, in response to the inquiry letter and has disclosed these updates on the Giant Tide Information Network [2] - The issuance of convertible bonds is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval timeline [2] Group 2 - The company assures that the information disclosed is true, accurate, and complete, with no false records or misleading statements [1] - The company will continue to fulfill its information disclosure obligations in accordance with relevant regulations as the situation progresses [2]

RSM 容诚 审计报告 宁波星源卓镁技术股份有限公司 容诚审字[2025]230Z1163 号 容诚会计师事务所(特殊普通合伙) 中国 北京 6-1-1 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://ac.mof.gov.cn）"并在企 。 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://ac.mof.gov.cn）"并在企 录 | 序号 | 内 容 | 页码 | | --- | --- | --- | | 1 | 审计报告 | 1-6 | | 2 | 合并资产负债表 | 7 | | 3 | 合并利润表 | 8 | | 4 | 合并现金流量表 | 9 | | 5 | 合并所有者权益变动表 | 10 | | 6 | 母公司资产负债表 | 11 | | 7 | 母公司利润表 | 12 | | 8 | 母公司现金流量表 | 13 | | 9 | 母公司所有者权益变动表 | 14 | | 10 | 财务报表附注 | 15-112 | 6-1-2 审计报告 容诚审字[2025]230Z1 宁波星源卓镁技术股份有限公司全体股东: 一、审计意见 我们审计了宁波星源卓镁技术股 ...

国投证券股份有限公司 关于宁波星源卓镁技术股份有限公司 向不特定对象发行可转换公司债券 之 发行保荐书 保荐人（主承销商） （深圳市福田区福田街道福华一路 119 号安信金融大厦） 二〇二五年七月 保荐人关于本次证券发行的文件 发行保荐书 声 明 国投证券股份有限公司（以下简称"国投证券"、"保荐人"或"本保荐人"） 接受宁波星源卓镁技术股份有限公司（以下简称"星源卓镁"、"发行人"或"公 司"）的委托，就发行人向不特定对象发行可转换公司债券事项（以下简称"本 次发行"）出具本发行保荐书。 1、程洁琼的保荐业务执业情况 本保荐人根据《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》"）和《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、法规和中国证券监督管理委员会（以 下简称"中国证监会"）、深圳证券交易所（以下简称"深交所"）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 ...

证券代码：301398 证券简称：星源卓镁 宁波星源卓镁技术股份有限公司 （浙江省宁波市北仑区大碶璎珞河路 139 号 1 幢 1 号、2 幢 1 号） 向不特定对象发行 可转换公司债券募集说明书 （修订稿） 保荐机构（主承销商） （广东省深圳市福田区福田街道福华一路 119 号安信金融大厦） 二〇二五年七月 宁波星源卓镁技术股份有限公司 募集说明书 声明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对申 请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行 人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与 之相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由 发行人自行负责。投资者自主判断发行人的投资价值，自主作出投资决策，自 行承担证券依法发行后因发行人经营与收益变化或者证券价格变动引致的投资 风险。 1-1-2 宁波星源卓镁技术股份有限公司 募集说明书 重大事项提示 本公司特别提醒投资者注意下列重大事项或风险因素，并认真阅读本募集 说明书中有关风险因素的章节。 一、关于本次可转债发行符合发行条件的说明 根据《 ...