Core Viewpoint - The document outlines the underwriting and issuance process for Shangneng Electric Co., Ltd.'s stock offering to specific investors, detailing compliance with relevant laws and regulations, and the roles of the underwriting representatives [1][10][17]. Group 1: Issuance Overview - The underwriting institution, Industrial Securities Co., Ltd., has been appointed to sponsor Shangneng Electric's stock issuance to specific investors, with representatives Tang Tao and Zhang Siying responsible for the recommendation [1][3]. - The issuance complies with the Company Law, Securities Law, and relevant regulations from the China Securities Regulatory Commission and exchanges [2][10]. - The type of issuance is specifically targeted at certain investors, with the latest share structure indicating a total of 359,555,234 shares, of which 25.92% are subject to restrictions [4][5]. Group 2: Financial and Operational Data - As of March 31, 2025, the company reported total assets of 832,952.50 million yuan and total liabilities of 607,501.44 million yuan, resulting in owner equity of 225,451.06 million yuan [6][7]. - The company’s revenue for the first quarter of 2025 was 83,069.60 million yuan, with a net profit of 8,735.51 million yuan [6][7]. - The company has a comprehensive gross profit margin of 24.28% for the first quarter of 2025, reflecting an increase from previous years [6][7]. Group 3: Project and Fund Utilization - The funds raised from this issuance will be allocated to the production of 25GW string photovoltaic inverters, 15GW energy storage inverters, and to supplement working capital [20][21]. - The issuance is aligned with national industrial policies and complies with environmental protection and land management laws [20][21]. Group 4: Compliance and Governance - The underwriting institution has conducted thorough due diligence and confirmed that the issuer meets all legal and regulatory requirements for the stock issuance [10][11]. - The internal decision-making processes for the issuance have been properly followed, with approvals from the board of directors and shareholders [12][15][22]. - There are no conflicts of interest or significant legal issues involving the issuer or its management that would impede the issuance [19][22].
上能电气: 兴业证券股份有限公司关于上能电气股份有限公司2023 年度向特定对象发行股票之发行保荐书