通合科技: 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 plans to issue convertible bonds to enhance its capital strength and profitability, supporting long-term sustainable development [2][10][29] Group 1: Necessity of Issuing Convertible Bonds - The total amount to be raised from the issuance of convertible bonds is not more than 521.93 million yuan, which will be used for research and production of power supply systems for data centers and to supplement working capital [2][10] - The choice of convertible bonds aligns with the company's overall development strategy and market demand, providing a good market outlook and helping to consolidate existing advantages [3][10] - Traditional debt financing methods, such as bank loans, are limited in amount and higher in cost, making convertible bonds a more flexible and cost-effective option [3][10] Group 2: Appropriateness of Issuance Targets - The issuance targets include natural persons, legal entities, and other investors with accounts at the Shenzhen branch of the China Securities Depository and Clearing Corporation [4][5] - Original shareholders will have priority in the allocation of convertible bonds, with specific ratios to be determined by the board of directors [4][5] Group 3: Pricing Principles and Methods - The initial conversion price of the convertible bonds will not be lower than the average trading price of the company's A-shares over the previous 20 trading days [6][8] - The pricing method and procedures comply with relevant regulations, ensuring a fair and reasonable pricing process [9][10] Group 4: Feasibility of the Issuance - The company has a sound organizational structure and has established management systems that comply with legal requirements, ensuring the feasibility of the issuance [9][11] - The average distributable profit over the last three years is sufficient to cover the interest on the bonds, indicating financial stability [11][12] Group 5: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been carefully considered by the board of directors, taking into account industry conditions and the company's strategic direction, benefiting all shareholders [27][28] - The company will hold a shareholders' meeting to ensure fair voting on the issuance plan, protecting the rights of all shareholders [28][29] Group 6: Measures to Mitigate Dilution of Immediate Returns - The company plans to implement various measures to mitigate the risk of dilution of immediate returns for investors, including improving governance and operational efficiency [29] - Commitments from major stakeholders, including the controlling shareholder and management, have been made to ensure the effectiveness of these measures [29]