证券代码：300453 证券简称：三鑫医疗 公告编号：2025-041 江西三鑫医疗科技股份有限公司 第五届董事会第二十一次会议决议公告 本次会议审议通过以下议案： （一）审议通过《关于<2025 年半年度报告全文>及其摘要的议案》 经审议，董事会认为：公司《2025 年半年度报告全文》及《2025 年半年度 报告摘要》的内容真实、准确、完整地反映了公司的实际情况，不存在任何虚假 记载、误导性陈述或者重大遗漏；报告的编制和审核程序符合法律、行政法规的 要求，符合中国证监会和深交所的相关规定。 具体内容详见公司于同日在中国证监会指定的创业板信息披露网站刊登的 《2025 年半年度报告全文》（公告编号：2025-039）、《2025 年半年度报告摘 要》（公告编号：2025-040），敬请广大投资者查阅。 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、董事会会议召开情况 江西三鑫医疗科技股份有限公司（以下简称"公司"）第五届董事会第二十 一次会议已于 2025 年 7 月 26 日以书面方式通知全体董事，并于 2025 年 8 月 7 日以现场及远程方式在公司会议 ...

Core Viewpoint - Jiangxi Sanxin Medical Technology Co., Ltd. plans to issue convertible bonds to unspecified objects, aiming to raise a total of no more than 530 million yuan, which will be used for various projects including the construction of a blood dialysis membrane production base and related equipment [8][20]. Group 1: Issuance Overview - The type of securities to be issued is convertible bonds that can be converted into the company's A-shares [8]. - The proposed total amount to be raised is capped at 530 million yuan, including the principal [8][20]. - The bonds will have a face value of 100 yuan each and a term of six years from the date of issuance [8][20]. - The interest rate will be determined based on market conditions and company specifics, with annual interest payments [8][20]. Group 2: Use of Proceeds - The net proceeds from the bond issuance will be allocated to specific projects, including the establishment of a production line for blood dialysis membranes and related consumables [20][21]. - If the actual funds raised are less than the planned investment amounts, the company will adjust the use of funds based on the importance and urgency of the projects [21]. Group 3: Financial Information - The company has undergone audits for the financial reports of 2022, 2023, and 2024, receiving standard unqualified opinions from the auditing firm [22]. - The financial data for the last three years is based on audited financial statements, with adjustments made for any retrospective restatements [22].

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this dilution [1][4][5]. Financial Impact Analysis - The issuance of convertible bonds is expected to lead to a dilution of earnings per share (EPS) in the short term, with projections showing a decrease in diluted EPS from 0.44 to 0.39 under certain profit growth scenarios [2][3]. - The company has simulated financial impacts under three scenarios of net profit growth: no growth, 10% growth, and 20% growth, with corresponding EPS adjustments [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development, including the expansion of production capacity for blood purification products [5][6]. - Specific projects include the expansion of blood dialysis membrane production and the establishment of a new production line for blood purification equipment [5][6]. Relationship with Existing Business - The projects funded by the issuance are closely related to the company's core business of blood purification, which is currently operating at near full capacity [5][6]. - The company aims to alleviate operational funding pressures and support future business development through these investments [5][6]. Measures to Mitigate Dilution - The company plans to enhance its governance structure and internal management to improve operational efficiency and protect shareholder interests [10][11]. - A commitment to improve the efficiency of fund usage and ensure compliance with regulations regarding the management of raised funds has been established [11][12]. Commitment from Major Stakeholders - The controlling shareholders and management have made commitments to ensure the effectiveness of measures to mitigate the dilution of immediate returns [12][13]. - These commitments include not interfering with company operations and ensuring that the interests of shareholders, especially minority investors, are protected [12][13].

三鑫医疗公告，公司拟向不特定对象发行可转换公司债券募集资金不超过5.3亿元，扣除发行费用后的 募集资金净额将全部用于三鑫医疗年产1000万束血液透析膜及1000万支血液透析器改扩建项目、三鑫医 疗高性能血液净化设备及配套耗材研发生产基地项目-新建年产3000万套血液透析管路生产线及配套工 程建设项目、江西呈图康电子加速器辐照灭菌生产线改扩建项目及补充流动资金。 ...

Group 1 - The company issued 5,450,000 convertible bonds with a total amount of 545 million yuan, approved by the China Securities Regulatory Commission [1][2] - The net proceeds from the bond issuance, after deducting issuance costs, amounted to approximately 533.56 million yuan [2] - The convertible bonds will be listed on the Shenzhen Stock Exchange starting November 29, 2023, with an initial conversion price of 36.89 yuan per share [2] Group 2 - The conversion price of the bonds will be adjusted from 36.89 yuan to 25.76 yuan per share effective May 27, 2024, due to a cash dividend and capital increase [3][5] - The bonds have conditional redemption terms, which can be triggered if the stock price exceeds 130% of the conversion price for 15 out of 30 consecutive trading days [6] - The redemption conditions were met, allowing the company to exercise its right to redeem the bonds on August 8, 2025 [6][8] Group 3 - The board of directors approved the early redemption of the bonds, and management is authorized to handle all related matters [6][8] - The report includes trading activities of major shareholders and executives prior to the redemption conditions being met, with no significant transactions reported [7][8] - The sponsor institution confirmed that the redemption process complies with relevant regulations and the company's internal procedures [8]

Core Points - The report is prepared by China International Capital Corporation (CICC) regarding the issuance of convertible bonds by Anker Innovations Technology Co., Ltd. [2][4] - The convertible bonds, named "Anker Convertible Bonds," have a total issuance size of RMB 1,104.82 million, with a face value of RMB 100 per bond [4][5]. - The bonds have a maturity period of six years, from June 16, 2025, to June 15, 2031, with a tiered interest rate structure [3][5]. Bond Details - The interest rates for the bonds are set at 0.2% for the first year, 0.4% for the second year, 0.6% for the third year, 1.5% for the fourth year, 1.8% for the fifth year, and 2.0% for the sixth year [3][5]. - The bonds will pay interest annually, with the first interest payment occurring on June 16, 2026 [5][6]. - The initial conversion price for the bonds is set at RMB 111.94 per share, which has been adjusted to RMB 111.28 per share following the issuance of new shares [6][9]. Approval and Regulatory Compliance - The bond issuance was approved by the company's board of directors and shareholders, and it received regulatory approval from the China Securities Regulatory Commission (CSRC) on January 24, 2025 [2][4]. - The bonds are rated AA+ by Zhongceng Pengyuan Credit Rating Co., Ltd., with a stable outlook [6][9]. Management and Oversight - CICC acts as the sponsor, lead underwriter, and trustee for the bond issuance, ensuring the protection of bondholders' rights [2][4]. - The report emphasizes the importance of monitoring significant events that may impact bondholders' interests [2][4].

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][3][4]. 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 shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a decrease of 26.36% compared to the same period in 2024 [3]. Debt and Credit Risks - The credit rating of the "Lingnan Convertible Bond" 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 asset-liability ratios, which may further weaken its financing capabilities [2][4]. Legal and Regulatory Issues - As of December 31, 2024, the company had 251 pending lawsuits with a total amount involved of 2.95 billion yuan, which is 13.02% of the latest audited net assets [7]. - The company is facing increased litigation risks due to payment delays to suppliers, which may further complicate its financial situation [6][7]. Asset Pledge and Collateral Risks - The company has pledged assets to secure the "Lingnan Convertible Bond," but the realizable value of these assets is uncertain due to the nature of the receivables and the need for cooperation from various parties [5][6]. - There is a risk that if the company files for bankruptcy within a year of the pledge, the collateral may be revoked [5]. Stock Market Risks - The company's stock is at risk of being delisted if the closing price remains below 1 yuan for 20 consecutive trading days, as per Shenzhen Stock Exchange regulations [6]. Management and Oversight - GF Securities has been appointed as the trustee for the "Lingnan Convertible Bond" and is monitoring the situation closely to protect the interests of bondholders [10].

Core Viewpoint - The company, Jiangsu Nuotai Aosaino Biopharmaceutical Co., Ltd. (Nuotai Biopharma), is facing severe penalties from the China Securities Regulatory Commission (CSRC) due to financial fraud involving a non-commercial technology transfer transaction that inflated its 2021 profits by 25.95 million yuan [1][5]. Group 1: Financial Misconduct - Nuotai Biopharma's financial misconduct is linked to a technology transfer to Zhejiang Huabei Pharmaceutical Co., Ltd., which lacked commercial substance, resulting in a reported revenue increase of 30 million yuan [3][4]. - The inflated profit of 25.95 million yuan accounted for 20.64% of the company's total disclosed profit for that period [4]. - The fraudulent financial data also led to significant inaccuracies in the company's convertible bond issuance documents [4]. Group 2: Regulatory Actions - The CSRC has proposed a fine of 47.4 million yuan for the company and additional fines for its actual controller and other responsible parties, totaling 76.2 million yuan [5]. - Following the regulatory actions, the company's stock will be subject to risk warnings and will be renamed "ST Nuotai" starting from July 22, 2025 [2][5]. Group 3: Company Background and Market Position - Nuotai Biopharma specializes in the research and development of peptide drugs and small molecule drugs, positioning itself as a leader in the Chinese peptide raw material market [6]. - The company has a strong presence in the GLP-1 drug chain, with a diverse product pipeline including liraglutide and semaglutide [7]. - Despite the recent scandal, the company reported a projected net profit increase of 32.06% to 45.27% for the first half of 2025 compared to the previous year [7].

Group 1 - The board of directors of Guangdong Liyang Chip Testing Co., Ltd. held its tenth meeting on August 6, 2025, and unanimously agreed to waive the notice period for the meeting [2] - The meeting was legally convened with all nine directors present, ensuring compliance with relevant laws and regulations [2][4] Group 2 - The board approved the proposal not to redeem the "Liyang Convertible Bonds" early, despite the bonds triggering conditional redemption terms due to stock price performance [3][8] - The stock price met the condition of being at least 130% of the current conversion price (16.12 CNY) for 15 out of 30 trading days, equating to a price of 20.956 CNY [15] - The company will not exercise the early redemption right for the next six months, from August 7, 2025, to February 6, 2026, even if the redemption conditions are triggered again [3][16] Group 3 - The "Liyang Convertible Bonds" were issued with a total of 5.2 million bonds, each with a face value of 100 CNY, raising a total of 520 million CNY [9] - The initial conversion price was set at 16.13 CNY per share, which was adjusted to 16.12 CNY following an increase in the company's total shares [10][11] - The bonds are set to mature on July 1, 2030, with a redemption price of 115% of the face value at maturity [13]

Core Points - The company, Anhui Shanhe Pharmaceutical Auxiliary Co., Ltd., has issued convertible bonds to unspecified investors, with a total fundraising amount of RMB 320 million [3][4] - The bonds have a maturity period of 6 years, from June 12, 2023, to June 11, 2029, with a tiered interest rate structure [4][5] - The company has signed an investment agreement with the Huainan Economic and Technological Development Zone Management Committee to establish a high-end auxiliary material manufacturing base, with a total investment of RMB 1.05 billion [7][8] Group 1: Bond Issuance Details - The bond issuance was approved by the company's board on July 12, 2022, and by the shareholders on August 2, 2022 [3] - The bonds are issued at a face value of RMB 100 each, with a total of 3.2 million bonds issued [4] - The net proceeds from the bond issuance, after deducting issuance costs, amount to RMB 316.07 million [4] Group 2: Bond Terms and Conditions - The interest rates for the bonds are structured as follows: 0.2% for the first year, 0.5% for the second year, 1.0% for the third year, 1.5% for the fourth year, 2.0% for the fifth year, and 3.0% for the sixth year [4][5] - The bonds will pay interest annually, with the first interest payment occurring one year after the issuance date [5][6] - The initial conversion price for the bonds is set at RMB 18.25 per share, with the current conversion price at RMB 13.30 per share [6][7] Group 3: Project Investment Agreement - The investment project covers approximately 200 acres, with a total investment of RMB 1.05 billion, including RMB 600 million for fixed assets [8][9] - The project will be constructed in two phases, with the first phase covering 100 acres and an investment of RMB 450 million [8] - The project aims to establish intelligent production lines and quality inspection facilities for high-end auxiliary materials [8][9] Group 4: Regulatory and Compliance Aspects - The investment agreement requires the company to obtain necessary approvals, including environmental assessments and construction permits [11] - The agreement does not constitute a related party transaction or a major asset restructuring as per regulatory definitions [11] - The company is committed to complying with all relevant laws and regulations during the project execution [10][11]