顺博合金: 2025年度向特定对象发行A股股票方案的论证分析报告

Core Viewpoint - The company, Chongqing Shunbo Aluminum Alloy Co., Ltd., plans to issue A-shares to specific investors to meet funding needs for business development and enhance capital strength and profitability [1][2]. Group 1: Background and Purpose of the Issuance - The issuance is in response to national policies promoting the recycling of resources and the development of a circular economy, particularly in the aluminum industry [1][2]. - The company aims to raise up to 600 million yuan to fill a funding gap for projects including a 630,000-ton aluminum alloy ingot project and a 500,000-ton aluminum plate and strip project [2][3]. Group 2: Necessity of the Securities Issuance - The issuance will involve domestic RMB ordinary shares (A-shares) with a face value of 1.00 yuan each [3]. - The previous fundraising was reduced from 1.5 billion yuan to 600 million yuan due to market conditions, necessitating this new issuance to complete the required investments [2][3]. Group 3: Selection of Issuance Objects - The issuance will target up to 35 specific investors, including qualified institutional investors and other legal entities [4][5]. - All investors will subscribe to the shares in cash, ensuring compliance with regulatory requirements [5]. Group 4: Pricing Principles and Methods - The pricing will be based on the average trading price of the company's shares over the 20 trading days prior to the issuance date, set at no less than 80% of that average [6][7]. - The final pricing will be determined by the board of directors in consultation with the lead underwriter after regulatory approval [6][7]. Group 5: Feasibility of the Issuance Method - The issuance complies with relevant laws, including the Company Law and Securities Law, ensuring that all shares have equal rights [8][9]. - The issuance process has been approved by the company's board and supervisory board, and will be subject to shareholder approval and regulatory review [12][13]. Group 6: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been reviewed and approved by independent directors and the board, ensuring it aligns with shareholder interests [12][13]. - The company commits to transparency by disclosing the issuance details to shareholders, safeguarding their rights [12][13]. Group 7: Impact on Shareholder Rights and Measures to Mitigate Dilution - The issuance may dilute existing shareholders' immediate returns, but the company plans to enhance capital strength and market competitiveness to mitigate this effect [13][14]. - Measures include expanding market reach and increasing product development to improve profitability and shareholder returns [13][14]. Group 8: Commitment to Regulatory Compliance and Governance - The company has established a robust governance structure and internal controls to ensure compliance with laws and protect shareholder interests [15][16]. - Commitments from major stakeholders to uphold shareholder rights and ensure the effectiveness of measures to mitigate dilution risks have been made [16]. Conclusion - The planned issuance of A-shares is deemed necessary and feasible, aligning with the company's strategic goals and benefiting shareholders [17].