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南芯科技: 南芯科技向不特定对象发行可转换公司债券方案论证分析报告

Core Viewpoint - Southchip Semiconductor Technology (Shanghai) Co., Ltd. plans to issue convertible bonds to meet funding needs, expand operations, enhance competitiveness, and improve profitability [2][10]. Group 1: Necessity of Issuing Securities - The company aims to raise funds through the issuance of convertible bonds to support projects that will enhance its core competitiveness and sustainable development [2][3]. - The convertible bonds will be convertible into the company's A-share stock and will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [2]. Group 2: Selection of Issuance Objects - The issuance will target a wide range of investors, including individuals, legal entities, and investment funds, who hold accounts with the China Securities Depository and Clearing Corporation [3][4]. - Existing shareholders will have priority in the allocation of the bonds, with the specific allocation ratio to be determined based on market conditions [3][5]. Group 3: Pricing Principles and Methods - The pricing of the convertible bonds will be determined based on market conditions and the company's specific situation, with the bond interest rate subject to adjustment if bank deposit rates change [5][8]. - The initial conversion price will not be lower than the average trading price of the company's A-shares over the previous twenty trading days [6][8]. Group 4: Feasibility of the Issuance - The company has a well-functioning organizational structure and meets the legal requirements for issuing convertible bonds, including having sufficient average distributable profits to cover interest payments [10][11]. - The funds raised will be used for projects in the smart computing power sector, including the development of power management chips and automotive chips, aligning with national industrial policies [11][19]. Group 5: Compliance with Regulations - The issuance complies with the relevant provisions of the Securities Law and the Registration Management Measures, ensuring that the funds will not be used for non-productive expenditures [12][19]. - The company has established a sound internal control system and has received unqualified audit opinions for its financial statements over the past three years [16][17].