Core Viewpoint - Dingjie Smart Co., Ltd. is issuing convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Industrial Securities Co., Ltd. The issuance aims to raise funds for specific projects and working capital, complying with relevant laws and regulations [1][9]. Group 1: Issuance Details - The issuance involves convertible bonds with a total investment amount of 115,121.30 million RMB, of which 82,766.42 million RMB will be used from the raised funds [24]. - The bonds will have a term of 6 years and will be issued at a face value of 100.00 RMB each [26]. - The initial conversion price will be determined based on the average trading price of the company's stock prior to the announcement [27]. Group 2: Company Background - Dingjie Smart Co., Ltd. was established on December 26, 2001, with a registered capital of 27,139.2830 million RMB [3]. - The company operates in software sales, development, outsourcing services, and various technology consulting services [3]. Group 3: Financial Health - The company reported net cash flows from operating activities of 19,792.00 million RMB, 10,818.31 million RMB, and 4,992.60 million RMB for the years 2022, 2023, and 2024 respectively, with a negative cash flow of -4,552.41 million RMB for the first half of 2025 [16]. - The average distributable profits over the last three years are sufficient to cover the interest on the bonds [14]. Group 4: Compliance and Governance - The company has established a governance structure that includes a board of directors, supervisory board, and senior management, ensuring compliance with the Company Law and Securities Law [12][18]. - The company has not faced any administrative penalties from the China Securities Regulatory Commission in the last three years [21]. Group 5: Use of Proceeds - The funds raised will be allocated to the "Dingjie Smart Ecological Empowerment Platform" project and to supplement working capital, aligning with national industrial policies [23]. - The company will not use the raised funds for loss compensation or non-productive expenditures [23].
鼎捷数智: 兴业证券股份有限公司关于鼎捷数智股份有限公司向不特定对象发行可转换公司债券之发行保荐书(2025年半年报财务数据更新版)