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三羊马: 申港证券股份有限公司关于三羊马(重庆)物流股份有限公司向不特定对象发行可转换公司债券第一次临时受托管理事务报告(2025年度)

Core Viewpoint - The report outlines the issuance of convertible bonds by Sanyangma (Chongqing) Logistics Co., Ltd., detailing the bond's registration, issuance, and management, as well as changes in the company's board of directors and governance structure [1][2][14]. Group 1: Bond Issuance Details - The company has received approval from the China Securities Regulatory Commission to issue 2,100,000 convertible bonds, each with a face value of RMB 100, raising a total of RMB 21 million [2][4]. - The bonds will be listed on the Shenzhen Stock Exchange starting November 17, 2023, under the name "Sanyang Convertible Bonds" with the code "127097" [3][4]. - The bond's term is from October 26, 2023, to October 25, 2029, with a conversion period starting from May 1, 2024, to the bond's maturity date [4][5]. Group 2: Bond Management and Guarantees - The bonds are guaranteed by the controlling shareholder and actual controller, Qiu Hongyang, covering 100% of the principal and interest, ensuring timely payment to bondholders [5][6]. - The initial conversion price for the bonds is set at RMB 37.65 per share, subject to adjustments based on future equity distributions [6][7]. Group 3: Corporate Governance Changes - The company has undergone a board restructuring, with significant changes in the board of directors, including the appointment of Ren Min as the new chairman [8][14]. - The company has eliminated its supervisory board, transferring its responsibilities to the audit committee of the board, which complies with relevant laws and regulations [13][14]. - The changes in the board and governance structure are deemed normal and do not adversely affect the company's operations or debt repayment capabilities [14].