股票简称：仙鹤股份 股票代码：603733 债券简称：鹤 21 转债 债券代码：113632 仙鹤股份有限公司 公开发行可转换公司债券 临时受托管理事务报告 债券受托管理人 （上海市黄浦区中山南路 119 号东方证券大厦） 二〇二五年九月 重要声明 经中国证券监督管理委员会《关于核准仙鹤股份有限公司公开发行可转换公 司债券的批复》（证监许可[2021]3200 号）核准并经上海证券交易所同意，公司 获准发行可转换公司债券 205,000 万元，每张面值 100 元，共计 2,050 万张，发 行价格为 100 元/张，期限 6 年。本次发行可转换公司债券募集资金总额为人民 币 205,000 万元，扣除本次发行费用人民币 1,184.58 万元（不含增值税），募集 资金净额为人民币 203,815.42 万元。中汇会计师事务所（特殊普通合伙）于 2021 年 11 月 24 日对公司公开发行可转换公司债券的资金到位情况进行了审验，并出 具了中汇会验[2021]7734 号《仙鹤股份有限公司验资报告》。 经上海证券交易所同意，公司本次发行的可转债于 2021 年 12 月 9 日起在上 海证券交易所挂牌交易，债 ...

| 证券代码：603733 | 证券简称：仙鹤股份 | 公告编号：2025-049 | | --- | --- | --- | | 债券代码：113632 | 债券简称：鹤21转债 | | 仙鹤股份有限公司 关于不提前赎回"鹤21转债"的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重 大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： 仙鹤股份有限公司（以下简称"公司"）股票自 2025 年 8 月 11 日至 2025 年 9 月 2 日，已有十五个交易日的收盘价格不低于"鹤 21 转债"当期转股价格的 130% （即 24.69 元/股），根据《仙鹤股份有限公司公开发行可转换公司债券募集说明书》 （以下简称"《募集说明书》"的相关约定，已触发"鹤 21 转债"的有条件赎回条 款。 公司于 2025 年 9 月 2 日召开第四届董事会第二次会议，审议通过《关于不提 前赎回"鹤 21 转债"的议案，公司董事会决定本次不行使"鹤 21 转债"的提前赎回 权利，不提前赎回"鹤 21 转债"。 （一）可转债发行情况 经中国证券监督管理委员会《关于核准仙鹤股 ...

东方证券股份有限公司关于仙鹤股份有限公司 经上海证券交易所自律监管决定书[2021]461 号文同意，公司本次发行的 20.50 亿元可转换公司债券于 2021 年 12 月 9 日起在上海证券交易所挂牌交易， 债券简称"鹤 21 转债"， 债券代码"113632"。 （三）可转债转股价格调整情况 根据有关规定和《仙鹤股份有限公司公开发行可转换公司债券募集说明书》 （以下简称"《募集说明书》"）的约定，公司本次发行的"鹤 21 转债"自发行 结束之日（2021 年 11 月 23 日）起满 6 个月后的第一个交易日起可转换为公司 股份，转股期限为 2022 年 5 月 23 日至 2027 年 11 月 16 日。"鹤 21 转债"的初 始转股价格为 39.09 元/股，目前转股价格为 18.99 元/股。历次转股价格调整情 1 不提前赎回"鹤 21 转债"的核查意见 东方证券股份有限公司（以下简称"保荐机构"） 作为仙鹤股份有限公司 （以下简称"仙鹤股份"或"公司"） 2021 年公开发行可转换公司债券的保荐 机构，根据《证券发行上市保荐业务管理办法》《上海证券交易所股票上市规则》 《可转换公司债券管理办法 ...

Core Viewpoint - The response report from Mudanjiang Hengfeng Paper Co., Ltd. addresses the inquiries from the Shanghai Stock Exchange regarding the issuance of shares for asset acquisition and related transactions, detailing the purpose and management of the transaction, as well as the financial implications and operational integration plans. Group 1: Transaction Purpose and Management - The transaction aims to enhance operational efficiency by integrating the target company's production capabilities with Hengfeng Paper's existing operations, addressing capacity constraints and maximizing operational benefits [2][4]. - The management structure during the entrusted operation includes a joint management committee to oversee significant decisions, with profit-sharing based on the target company's audited net profit [2][4]. - The target company has a specialized production license for cigarette paper, which is expected to align with Hengfeng Paper's strategic goals in the tobacco industry [2][4]. Group 2: Financial Implications - The acquisition is projected to lead to a decrease in Hengfeng Paper's net profit and earnings per share due to increased depreciation and amortization from the target company's long-term assets [2][4]. - The financial data referenced in the report pertains to consolidated financial statements for the years 2022, 2023, and 2024, indicating a thorough financial analysis of the transaction's impact [1][2]. Group 3: Operational Integration Plans - Post-acquisition, Hengfeng Paper plans to integrate business operations, assets, and personnel with the target company to enhance overall efficiency and market competitiveness [2][4]. - The operational model will shift to a commissioned processing approach, where Hengfeng Paper will handle product development and sales, while the target company will focus on production management [6][7]. - The collaboration is expected to leverage the target company's geographical advantages for logistics and distribution, significantly reducing transportation costs for Hengfeng Paper's products [11][12]. Group 4: Industry Context - The special paper industry is experiencing steady growth, with global consumption projected to reach 29.5 million tons by 2028, indicating a favorable market environment for Hengfeng Paper's expansion [25][26]. - The tobacco industry is evolving towards higher-end and environmentally friendly products, creating opportunities for Hengfeng Paper to enhance its market share and product offerings [25][26]. - The competitive landscape is characterized by a concentration of market share among leading firms, necessitating strategic partnerships and regional expansions to meet growing demand [25][26].

Core Viewpoint - The document discusses the response of Zhongyin International Securities Co., Ltd. regarding the review inquiry letter from the Shanghai Stock Exchange concerning the asset acquisition and related party transaction application of Mudanjiang Hengfeng Paper Co., Ltd. The response includes detailed explanations about the transaction's purpose, operational management, and the implications for both companies involved. Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance operational efficiency by acquiring the target company, which has been struggling financially, and integrating its production capabilities with Hengfeng Paper's existing operations [1][2][3] - The target company has a production capacity of 270,000 tons per year and has been underutilized, which the acquisition aims to address by optimizing production distribution [1][2] - The collaboration is expected to align with international tobacco industry trends and increase market share in the international business sector [1][2][3] Group 2: Background and Reasons for the Trust Agreement - The target company has faced long-term operational difficulties, leading to its bankruptcy restructuring in 2012, and has since required external management expertise to improve its situation [4][5] - The partnership with Hengfeng Paper was chosen over other potential partners due to Hengfeng's strong market position and technical capabilities in the tobacco paper sector [5][6] - The trust agreement established a management framework where Hengfeng Paper would oversee the target company's operations, ensuring a structured approach to improving production and sales [6][7] Group 3: Financial and Operational Arrangements - The trust agreement stipulates that Hengfeng Paper will receive 30% of the target company's audited net profit after non-recurring losses as a management fee, incentivizing performance improvement [11][12] - The operational model includes a joint management committee to oversee significant decisions, ensuring that both companies maintain their operational independence while collaborating effectively [10][11] - The pricing model for products produced during the trust period is based on a cost-plus approach, which will transition to a more market-driven pricing strategy post-acquisition [12][14] Group 4: Future Expectations and Market Position - Post-acquisition, the target company is expected to enhance its product pricing power and operational independence, reflecting its strategic value to Hengfeng Paper [18][19] - The acquisition is anticipated to address capacity constraints faced by Hengfeng Paper, allowing for better alignment with market demands and improved profitability [19] - The overall market for specialty paper is expanding, and the acquisition positions Hengfeng Paper to capitalize on this growth by leveraging the target company's production capabilities and geographic advantages [19]

Investment Rating - The report maintains a "Recommended" rating for Xianhe Co., Ltd. (603733) [1] Core Views - The integrated layout of wood pulp and paper is improving, providing strong medium to long-term growth momentum for the company [1] - The company is a leader in the specialty paper industry with a diversified product system and a long-term strategy for integrated wood pulp and paper [6] Financial Performance Summary - Total revenue for 2024A is projected at 10,274 million, with a year-on-year growth rate of 20.1%. For 2025E, revenue is expected to reach 12,844 million, reflecting a growth rate of 25.0% [2][7] - The net profit attributable to the parent company for 2024A is estimated at 1,004 million, with a significant year-on-year growth of 51.2%. The forecast for 2025E is 1,130 million, with a growth rate of 12.6% [2][7] - Earnings per share (EPS) is projected to be 1.42 yuan for 2024A, increasing to 1.60 yuan for 2025E [2][7] Revenue Breakdown - In the first half of 2025, the company achieved a revenue of 59.91 billion, a year-on-year increase of 30.14%. The net profit was 4.74 billion, down 13.80% year-on-year [6] - Revenue from various product segments includes: daily consumer products (25.56 billion), food and medical packaging materials (10.34 billion), and other categories showing significant growth [6] Capacity Expansion and Profitability - The company is steadily advancing its capacity expansion, with the Guangxi and Hubei production bases contributing significantly to revenue. The Guangxi base generated 10.38 billion in revenue, while the Hubei base reported 7.83 billion but incurred a loss of 0.74 billion [6] - The gross profit margin for the first half of 2025 was 13.71%, a decrease of 4.0 percentage points year-on-year, primarily due to the ramp-up phase of production capacity [6] Investment Recommendations - The report suggests that as the company continues to release capacity, it may further enhance its performance. The target price is set at 31.3 yuan per share, with a corresponding price-to-earnings ratio (PE) of 15 for 2025 [2][6]

Core Insights - The appreciation of the Renminbi has positively impacted certain sectors, with the Renminbi appreciation beneficiary sector rising by 0.25% compared to the previous trading day [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Sector Performance - Leading the Renminbi appreciation beneficiary sector was Caesar Travel, which saw a closing price of 5.92, an increase of 10.04% with a trading volume of 1.73 million shares and a transaction value of 99.56 million [1] - Other notable performers included Tongling Nonferrous Metals with a closing price of 4.51, up 3.44%, and Sun Paper with a closing price of 15.36, up 3.09% [1] Capital Flow Analysis - The Renminbi appreciation beneficiary sector experienced a net outflow of 620 million yuan from institutional investors, while retail investors saw a net inflow of 308 million yuan [2] - The capital flow data indicates that while institutional investors withdrew funds, retail investors were more active in purchasing shares within this sector [2][3] Individual Stock Insights - Caesar Travel had a net inflow of 247 million yuan from institutional investors, but a net outflow of 99.66 million yuan from speculative funds [3] - In contrast, Tongling Nonferrous Metals experienced a net outflow of 10.02% from speculative funds, indicating a lack of interest from this investor group [3]

Market Overview - The paper sector increased by 0.71% on August 29, with Minshida leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Individual Stock Performance - Minshida (833394) closed at 46.41, up 3.83% with a trading volume of 31,400 shares and a turnover of 146 million yuan [1] - Sun Paper (002078) closed at 15.36, up 3.09% with a trading volume of 380,400 shares and a turnover of 581 million yuan [1] - Xianhe Co. (603733) closed at 25.04, up 1.83% with a trading volume of 64,300 shares and a turnover of 162 million yuan [1] - Yibin Paper (600793) closed at 25.01, up 1.42% with a trading volume of 157,500 shares and a turnover of 143 million yuan [1] - Minfeng Special Paper (600235) closed at 6.53, up 1.24% with a trading volume of 93,500 shares and a turnover of 60.53 million yuan [1] Declining Stocks - Hengfeng Paper (600356) closed at 9.62, down 4.75% with a trading volume of 174,900 shares and a turnover of 171 million yuan [2] - Songyang Resources (603863) closed at 17.98, down 4.36% with a trading volume of 92,900 shares and a turnover of 169 million yuan [2] - Kain Co. (002012) closed at 5.80, down 3.81% with a trading volume of 157,800 shares and a turnover of 92.57 million yuan [2] Capital Flow Analysis - The paper sector experienced a net outflow of 77.47 million yuan from institutional investors, while retail investors saw a net outflow of 4.38 million yuan [2] - Speculative funds had a net inflow of 81.84 million yuan [2] Key Capital Movements - Huawang Technology (605377) had a net inflow of 53.51 million yuan from institutional investors, accounting for 33.21% of its total [3] - Xianhe Co. (603733) saw a net inflow of 17.02 million yuan from institutional investors, representing 10.51% [3] - Yibin Paper (600793) had a net inflow of 11.28 million yuan from institutional investors, making up 7.88% [3]

Core Viewpoint - The report highlights the growth in China's paper and paper products export value, indicating a positive trend in the industry with a year-on-year increase in export value for 2025 [1] Industry Summary - In July 2025, the export value of China's paper and paper products industry reached 7.03 billion, marking a year-on-year growth of 1.9% [1] - From January to July 2025, the cumulative export value of the industry was 45.71 billion, with a cumulative year-on-year growth of 2.6% [1] - The data is sourced from the National Bureau of Statistics and compiled by Zhiyan Consulting, a leading industry consulting firm in China [1]

Investment Rating - The investment rating for the company is "Buy-A" with a target price of 29.81 CNY, while the current stock price is 24.68 CNY [6]. Core Views - The company reported a steady revenue growth in H1 2025, achieving 5.991 billion CNY, a year-on-year increase of 30.14%. However, the net profit attributable to shareholders decreased by 13.80% to 474 million CNY [2][12]. - The company's diverse product offerings, including food and medical packaging materials, daily consumer products, and electrical and industrial paper products, have driven revenue growth. The domestic and international markets both showed positive growth [3][12]. - The company is actively expanding its production capacity with new projects, including a significant investment of 11 billion CNY in a bamboo pulp and paper integration project in Sichuan [4][12]. Summary by Sections Financial Performance - In H1 2025, the company achieved a revenue of 5.991 billion CNY, with a 30.14% year-on-year growth. The net profit was 474 million CNY, down 13.80% year-on-year [2][12]. - The gross margin for H1 2025 was 13.71%, a decrease of 3.98 percentage points year-on-year, while the net margin was 7.97%, down 4.07 percentage points year-on-year [11][12]. Product and Market Analysis - The food and medical packaging materials segment saw a production volume of 169,900 tons in H1 2025, with sales volume reaching 147,300 tons, a year-on-year increase of 35.72% [3]. - The electrical and industrial paper products segment reported a sales volume of 3,600 tons, with a revenue growth of 14.63% [3]. - Domestic sales reached 5.315 billion CNY, growing by 31.59%, while international sales were 423 million CNY, up 15.40% [3]. Capacity Expansion and Future Outlook - The company has successfully launched its self-produced pulp projects in Guangxi and Hubei, with a total output of 103,000 tons of self-produced pulp and 72,800 tons of specialty paper by H1 2025 [4]. - The company plans to invest 11 billion CNY in a new bamboo pulp and paper integration project in Sichuan, aiming for an annual production capacity of 800,000 tons of bamboo pulp and 1.2 million tons of new paper materials [4][12]. - Revenue projections for 2025-2027 are 12.752 billion CNY, 15.446 billion CNY, and 18.167 billion CNY, with corresponding net profits of 1.096 billion CNY, 1.413 billion CNY, and 1.692 billion CNY [12][13].