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隆华新材: 山东隆华新材料股份有限公司向不特定对象发行可转换公司债券方案的论证分析报告

Core Viewpoint - The company, ShanDong Longhua New Material Co., Ltd., plans to issue convertible bonds to enhance its capital strength and profitability, aligning with its long-term development strategy [1][21]. Group 1: Issuance Details - The total amount to be raised from the convertible bond issuance is not more than 960 million yuan, which will be used for fixed asset investment projects related to the company's main business [2]. - The convertible bonds will be convertible into the company's A-shares and will be listed on the Shenzhen Stock Exchange's Growth Enterprise Market [2][4]. - The issuance is deemed necessary as it aligns with national industrial policies and the company's strategic direction, helping to extend the industrial chain and enhance core competitiveness [2][21]. Group 2: Financing Necessity - The high funding requirement for the investment projects makes bank loans unsuitable, as they could lead to increased financial risk and pressure on repayment [4]. - Compared to regular corporate bonds, convertible bonds provide the option for bondholders to convert their bonds into shares, alleviating repayment obligations if conversion occurs [4]. - The long-term nature and relatively low interest rates of convertible bonds will help reduce the company's financial burden and financing costs [4]. Group 3: Issuance Object and Standards - The issuance will target natural persons, legal entities, and other qualified investors, with existing shareholders given priority in the allocation [5][7]. - The selection criteria for investors ensure they possess adequate risk recognition and financial capability [7]. Group 4: Pricing and Adjustment Mechanisms - The initial conversion price will be determined based on the average trading price of the company's A-shares over the previous twenty trading days and the last trading day before the announcement [8][10]. - The conversion price will be adjusted in response to stock dividends, capital increases, or cash dividends, ensuring fair treatment for bondholders [9][10]. Group 5: Compliance and Fairness - The issuance complies with relevant laws and regulations, including the Company Law and Securities Law, ensuring a sound corporate governance structure [11][14]. - The funding will be used strictly for projects that align with the company's main business and will not be diverted for non-productive expenditures [12][17]. - The issuance plan is designed to be fair and reasonable, with measures in place to protect the rights of all shareholders, including priority allocation for existing shareholders [20][21].