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南京医药: 中信建投证券股份有限公司关于南京医药股份有限公司向不特定对象发行可转换公司债券2025年度第三次临时受托管理事务报告

Core Viewpoint - Nanjing Pharmaceutical Co., Ltd. is issuing convertible bonds to unspecified investors, with a total amount of RMB 1,081,491,000, to be used for various investment projects [3][16][18]. Group 1: Issuance Details - The company has received approval from its board and regulatory authorities for the issuance of 10,814,910 convertible bonds, each with a face value of RMB 100 [3][4]. - The net proceeds from the issuance amount to RMB 1,069,040,922.31, which has been verified by KPMG Huazhen [3][18]. - The bonds will have a maturity period of six years from the issuance date, with an annual interest rate starting at 0.20% in the first year [5][12]. Group 2: Bond Terms - The initial conversion price for the bonds is set at RMB 5.29 per share, subject to adjustments based on corporate actions such as stock dividends and capital increases [8][21]. - The company has the right to redeem the bonds at 108% of the face value after five trading days post-maturity if certain conditions are met [9][10]. - Holders of the bonds can sell them back to the company at face value plus accrued interest if the stock price falls below 70% of the conversion price during the last two interest years [10][11]. Group 3: Use of Proceeds - The total investment amount for the projects funded by the bond proceeds is RMB 118,665,520, with the shortfall to be covered by the company’s own funds [16][18]. - The company plans to allocate the raised funds to specific projects, ensuring that the actual net proceeds are utilized effectively [16][18]. Group 4: Shareholder Rights - Original shareholders will have priority in subscribing to the bonds based on their holdings as of the record date, with specific timelines for subscription and payment [14][16]. - The company will ensure that the rights of bondholders are protected and that any adjustments to the conversion price are communicated transparently [20][22].