证券代码：688484 证券简称：南芯科技 公告编号：2025-054 上海南芯半导体科技股份有限公司 关于向不特定对象发行可转换公司债券预案披露 的提示性公告 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、准确性和完整性依法承担法律责任。 上海南芯半导体科技股份有限公司（以下简称"公司"）于 2025 年 9 月 5 日召开第二届董事会第九次会议及第二届监事会第九次会议，审议通过了关于公 司向不特定对象发行可转换公司债券的相关议案。《上海南芯半导体科技股份有 限公司向不特定对象发行可转换公司债券预案》及相关文件于 2025 年 9 月 8 日 在上海证券交易所网站（www.sse.com.cn）披露，敬请广大投资者注意查阅。 向不特定对象发行可转换公司债券预案披露事项不代表审核、注册部门对于 本次发行相关事项的实质性判断、确认或批准，向不特定对象发行可转换公司债 券预案所述本次发行相关事项的生效和完成尚待公司股东会审议及上海证券交 易所发行上市审核并报经中国证券监督管理委员会注册，敬请广大投资者注意投 资风险。 上海南芯半导体科技股份有限公司董事会 特 ...

Core Viewpoint - Jushen Logistics Group Co., Ltd. plans to issue convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Guolian Minsheng Securities [1][2]. Group 1: Company Overview - Jushen Logistics Group was established on November 10, 2011, and is listed on the Shenzhen Stock Exchange under the stock code 001202 since April 29, 2021 [1][2]. - The company has a registered capital of 166.69 million yuan and is headquartered in Foshan, Guangdong Province [1][2]. Group 2: Main Business Operations - The company operates primarily in the modern logistics industry, focusing on bulk commodity logistics and warehousing [2][3]. - Jushen Logistics offers multimodal transport services, integrating road, rail, and waterway resources to provide efficient logistics solutions [2][3]. - The company has developed a network freight platform to enhance transportation efficiency and reduce costs for clients [3]. - Jushen Logistics also provides self-operated transportation services, leveraging its industry experience to expand operations in Guinea, a major source of bauxite for China [3][4]. Group 3: Financial Data and Indicators - As of June 30, 2025, the total assets of the company amounted to 1.641 billion yuan, with total liabilities of 839.96 million yuan and owner's equity of 801.06 million yuan [6]. - The company's revenue for the first half of 2025 was 661.80 million yuan, with a net profit of 62.19 million yuan [7]. - The company reported a decrease in net profit by 8.83% in the first half of 2025 compared to the previous year, attributed to losses from its Guinea operations [7][8]. Group 4: Future Projects and Expectations - The funds raised from the convertible bond issuance will be used for the Jushen Guinea transshipment project, working capital, and repaying bank loans [10][11]. - The Guinea transshipment project is expected to generate an average annual revenue of 308.98 million yuan and a net profit of 93.88 million yuan once fully operational [10][11]. - The project has already secured contracts with major companies, covering 45.37% of the projected business volume for the first year [10][11].

Core Viewpoint - Jushen Logistics Group Co., Ltd. is responding to an inquiry regarding its application to issue convertible bonds, highlighting recent financial performance and operational challenges, particularly in its transportation and warehousing segments [1][2]. Financial Performance - In Q1 2025, the company reported a net profit of -3.01 million yuan and a negative cash flow from operating activities of -36.73 million yuan, contrasting with a revenue of 259.60 million yuan, which represents a year-on-year growth of 22.74% [2][4]. - The company's transportation revenue for the reporting period was 970.05 million yuan, while warehousing revenue was 107.38 million yuan, indicating a significant reliance on transportation services [2][4]. Operational Challenges - The decline in net profit despite revenue growth is attributed to a decrease in gross margin by 4.84 percentage points, primarily due to losses in the Guinea land transportation business, which reported a gross margin of -135.71% [4][5]. - Management expenses increased by 74.39% year-on-year, largely due to the expansion of the management team for the Guinea operations, while financial expenses surged by 160.67% due to increased borrowing and foreign exchange losses [4][5]. Client Relationships - The company has deepened its collaboration with Tianshan Aluminum Group, becoming its exclusive service provider for certain logistics services starting in 2024, which positions Tianshan as the company's largest client [2][4]. - The emergence of Guangxi Fusheng Logistics as a top client shortly after its establishment raises questions about the sustainability and rationale behind this relationship, given its low registered capital [2][4]. Cash Flow and Debt Management - The company anticipates sufficient cash flow to cover the principal and interest of the proposed convertible bonds, with a projected operating cash flow of 46.38 million yuan for the first half of 2025 [5][10]. - The issuance of convertible bonds is seen as a strategic move to mitigate debt repayment pressure, with a relatively low interest rate compared to traditional debt instruments [10][12]. Business Model and Market Position - The company operates in the non-ferrous metal logistics sector, focusing on integrated logistics services, including transportation and warehousing, which are interlinked but can also operate independently [11][12]. - The company has established a strong market presence in key regions, with over 900,000 square meters of warehouse space, enhancing its competitive edge in the logistics market [14][15].

Group 1 - The company, Suzhou Chunqiu Electronics Technology Co., Ltd., issued 5.7 million convertible bonds named "Chun 23 Convertible Bonds" with a total amount of 570 million yuan, which will be listed on the Shanghai Stock Exchange starting from April 11, 2023 [1][2] - The bonds have a maturity of 6 years, with a fixed interest rate that increases annually from 0.30% in the first year to 2.50% in the sixth year [1][2] - The conversion price of the bonds will be adjusted from 10.40 yuan to 10.30 yuan per share starting from June 20, 2023, and further to 10.15 yuan per share from June 19, 2025, due to annual profit distribution [2] Group 2 - The company has the right to redeem the bonds at 115% of the face value if certain conditions are met, including if the stock price exceeds 130% of the conversion price for at least 15 out of 30 consecutive trading days [2][3] - The company decided not to exercise the early redemption option for the "Chun 23 Convertible Bonds" based on various factors, including stock price trends and market conditions, to protect the interests of all investors [4] - The board of directors will reassess the decision on early redemption if the conditions are triggered again after December 5, 2025 [4] Group 3 - The company has confirmed that there are no plans for major shareholders or executives to sell the "Chun 23 Convertible Bonds" within the next six months [5] - The underwriting institution, Guolian Minsheng Securities, has verified that the decision not to redeem the bonds early complies with relevant regulations and internal procedures [5]

Group 1 - The company Jiangsu Huachen Transformer Co., Ltd. is issuing convertible bonds totaling RMB 460 million, with 4.6 million bonds to be issued [3][4] - The bonds have a credit rating of A+ and will be monitored annually by a credit rating agency [6] - The bond issuance has been approved by various company meetings and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [3][4] Group 2 - The purpose of the bond issuance is to raise funds for the company, which will be deposited into a designated account [3] - The company plans to absorb its wholly-owned subsidiary, Xuzhou Qinen Electric Equipment Co., Ltd., consolidating resources to improve operational efficiency and reduce management costs [6][7] - The merger will not adversely affect the company's normal operations, financial status, or the interests of shareholders, particularly minority shareholders [7]

Core Viewpoint - The company, Lingnan Ecological Culture and Tourism Co., Ltd., is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and operational challenges [2][4][6]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to the parent company for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first half of 2025, the net profit attributable to the parent company was -128.27 million yuan, a 50.02% improvement from the same period in 2024 [3]. Debt and Credit Risks - The credit rating of the company's convertible bonds, "Lingnan Convertible Bonds," has been downgraded to C, indicating a high risk of default [2]. - The company is experiencing liquidity pressure due to delayed project payments and high debt levels, which may affect its ability to secure future financing [2][4]. Legal and Regulatory Issues - The company is involved in multiple lawsuits, with 251 pending cases as of December 31, 2024, amounting to 2.95 billion yuan in claims [7]. - A recent court ruling has been made against the company in a loan dispute, which may further complicate its financial situation [8]. Asset Pledge and Collateral Risks - The company has pledged its assets as collateral for the convertible bonds, but the realizable value of these assets is uncertain due to the nature of the receivables and the need for internal approvals [5][6]. - There is a risk that if the company faces bankruptcy within a year of the collateral establishment, the pledge may be revoked [5]. Stock Market Risks - The company's stock is at risk of being delisted if its share price remains below 1 yuan for 20 consecutive trading days, which could further erode investor confidence [6].

Core Viewpoint - Xinjiang Tianye Co., Ltd. has been approved to publicly issue convertible bonds totaling up to RMB 3 billion, with significant terms and conditions outlined for investors [3][15]. Summary by Sections Approval Status - The issuance of convertible bonds has been approved by the China Securities Regulatory Commission, allowing Xinjiang Tianye to issue up to RMB 3 billion [3]. Key Terms of the Convertible Bonds - The total amount of the convertible bonds to be issued is RMB 3 billion, consisting of 30 million bonds with a face value of RMB 100 each [3]. - The bonds will have a maturity period of 6 years, from June 23, 2022, to June 22, 2028 [3]. - The interest rates for the bonds are structured as follows: 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.50% for the fourth year, 1.80% for the fifth year, and 2.00% for the sixth year [3][4]. Interest Payment and Conversion - Interest will be paid annually, with the first payment occurring one year after the issuance date [4]. - The initial conversion price for the bonds is set at RMB 6.90 per share, subject to adjustments based on specific corporate actions [5][6]. Price Adjustment Mechanism - The conversion price can be adjusted downward under certain conditions, such as stock dividends or capital increases, ensuring the protection of bondholders' interests [7][8]. - The company has the authority to propose adjustments to the conversion price if the stock price falls below 85% of the current conversion price for a specified period [8][9]. Redemption and Buyback Provisions - The bonds can be redeemed at 108% of the face value within five trading days after maturity if not converted [10]. - Conditional redemption can occur if the stock price exceeds 130% of the conversion price for a specified period or if the remaining balance of the bonds is less than RMB 30 million [10]. Additional Buyback Rights - Bondholders have the right to sell back their bonds at face value plus accrued interest if there are significant changes in the use of raised funds [11]. - In the last two interest years, if the stock price falls below 70% of the conversion price, bondholders can sell back their bonds under specified conditions [11][12]. Corporate Governance and Bondholder Meetings - The company must convene bondholder meetings under certain circumstances, such as changes to the bond issuance terms or failure to pay interest [13]. - Proposals for meetings can be initiated by the board or by bondholders holding a significant portion of the bonds [13]. Credit Rating - The bonds have been rated AA+ by China Chengxin International Credit Rating Co., Ltd., indicating a stable outlook for the issuer [13].

Overview - Xiamen Kingdomway Group Co., Ltd. is issuing convertible bonds totaling RMB 1,292.39 million (12,923,948 bonds) [4][19] - The bonds will be listed on the Shenzhen Stock Exchange on September 8, 2025 [4][8] - The bonds have a maturity period from August 20, 2025, to August 19, 2031 [4][19] Company Information - The company was established on November 24, 1997, and is primarily engaged in the research, production, and sales of nutritional health foods and feed additives [11][12] - The registered capital of the company is RMB 609.93 million [9] - The company operates under the stock code 002626 and is listed on the Shenzhen Stock Exchange since October 28, 2011 [9][10] Business Operations - The main products include Coenzyme Q10, DHA, ARA, and various vitamins, with Coenzyme Q10 being the primary raw material [11] - The company has two major brands in the health food sector: Doctor's Best and Zipfizz [11] - The production model includes both self-production and contract manufacturing, with a focus on meeting customer demand [12] Financial Information - The total amount of the convertible bonds issued is RMB 1,292.39 million, with each bond having a face value of RMB 100 [19][20] - The interest rates for the bonds will increase progressively from 0.10% in the first year to 2.00% in the sixth year [20] - The net proceeds from the bond issuance will be used for various projects, including the construction of production facilities for Coenzyme Q10 and other operational needs [19][20] Shareholding Structure - The controlling shareholder is Xiamen Kingdomway Investment Co., Ltd., holding 34.71% of the company's shares [14][15] - The top ten shareholders include both domestic and foreign entities, with significant stakes held by state-owned enterprises [14][15] Credit Rating - The bonds have been rated AA by Dongfang Jincheng International Credit Rating Co., Ltd., with a stable outlook [6][20] - The bonds are not secured by any collateral [6][20]

Core Viewpoint - Changqing Technology (603125.SH) plans to issue convertible bonds to raise up to RMB 80 million for the construction of its polymer new materials production base in Taizhou, with a total investment of approximately RMB 285.49 million for the first phase of the project [1][2][3]. Group 1: Convertible Bond Issuance - The company intends to issue no more than 8 million convertible bonds, each with a face value of RMB 100, for a period of six years from the date of issuance [1][2]. - The initial conversion price will be determined based on the average stock price over the 20 trading days prior to the announcement, ensuring it does not fall below the latest audited net asset value per share [2][3]. - The bonds will be offered to unspecified investors, including individuals and institutions holding accounts with the China Securities Depository and Clearing Corporation [2][3]. Group 2: Project Funding and Financials - The total investment for the Taizhou polymer new materials production base is approximately RMB 285.49 million, with the bond proceeds allocated specifically for the first phase of the project [3]. - The company previously raised RMB 125.07 million through an IPO, with net proceeds of RMB 113.22 million after deducting issuance costs [4]. - In the first half of 2025, the company reported a revenue of RMB 485 million, a decrease of 10.67% year-on-year, and a net profit of RMB 70.25 million, down 31.89% compared to the previous year [5][6].

Group 1 - The company is issuing convertible bonds with a total duration of 6 years, from August 4, 2022, to August 3, 2028 [3] - The coupon rates for the bonds are structured to increase over the years, starting at 0.30% in the first year and reaching 2.50% in the sixth year [3] - The bonds will pay interest annually, with the first interest payment occurring one year after the issuance date [5] Group 2 - The initial conversion price for the bonds is set at 14.07 yuan per share, while the current conversion price is 9.69 yuan per share [6] - The company has received a credit rating of AA- from Zhongceng Pengyuan, with a stable outlook for the issuer [6] - The company plans to issue A-shares to specific investors through a simplified procedure, which has been authorized by the board and requires approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][7]