中证鹏元公告【2025】394 号 中证鹏元关于关注浙江芯能光伏科技股份有限公司 变更部分募集资金投资子项目的公告 中证鹏元资信评估股份有限公司（以下简称"中证鹏元"）对浙 江芯能光伏科技股份有限公司（以下简称"芯能科技"或"公司"， 股票代码：603105.SH）及其发行的下述债券开展评级。除评级委托 关系外，中证鹏元及评级从业人员与公司不存在任何足以影响评级行 为独立、客观、公正的关联关系。 上一次评级结果 债券简称 上一次评级时间 主体等级 债项等级 评级展望 芯能转债 2025 年 6 月 25 日 AA- AA- 稳定 根据公司于 2025 年 8 月 7 日公告的《2025 年第一次临时股东大 会决议公告》，公司 2025 年第一次临时股东大会审议通过《关于变 更部分募集资金投资子项目的议案》，拟将"芯能转债"原募投项目 "分布式光伏电站建设项目"中部分不具备实施条件的电站建设子项 目以公司储备的新分布式电站项目进行置换，"分布式光伏电站建设 项目"调整前后对比情况如下： 分布式光伏电站建设 调整前 调整后 项目 涉及电站数量（个） 67 77 备案装机容量（MW） 204.31 213.39 预 ...

Core Viewpoint - The company reported a significant increase in revenue and net profit for the first half of 2025, driven by a recovery in the pesticide industry and strategic adjustments in its operations [5][6]. Financial Performance - The company achieved operating revenue of 2.08 billion yuan, a year-on-year increase of 7.28% [5]. - The net profit attributable to shareholders reached 42.28 million yuan, reflecting a substantial year-on-year growth of 117.75% [5]. - As of June 30, 2025, total assets amounted to 971.42 million yuan, up 12.42% from the beginning of the year, while net assets attributable to shareholders increased by 0.58% to 425.30 million yuan [5]. Market Dynamics - The pesticide industry experienced a rebound in market demand, leading to intensified competition [5]. - The company actively engaged in international markets, achieving export sales of 1.09 billion yuan, which is a 19.61% increase compared to the previous period [6]. Strategic Initiatives - The company is focusing on optimizing its product structure and enhancing production efficiency through cost reduction measures, including process optimization and technological upgrades [6]. - A significant project involves relocating and upgrading production facilities along the Yangtze River, which has effectively released production capacity [6]. Investment Project Changes - The company plans to change part of its fundraising investment projects, shifting from a project for producing 3,500 tons of glyphosate to two new projects: one for producing 1,000 tons of prothioconazole and another for 4,200 tons of pyrethroid series products [36][39]. - The decision to change the investment projects is based on current market conditions and aims to enhance the efficiency of fund utilization and optimize the company's product portfolio [45][46]. Governance Changes - The company has proposed to cancel its supervisory board and amend its articles of association to streamline governance and improve management efficiency [51][52]. - This change will transfer the supervisory responsibilities to the audit committee of the board, pending approval from the shareholders' meeting [51][52].

Core Viewpoint - The company reported a significant increase in revenue and net profit for the first half of 2025, driven by a rebound in the pesticide market and strategic initiatives to enhance competitiveness and optimize product structure [8]. Financial Performance - The company achieved operating revenue of 2,082.97 million yuan, representing a year-on-year growth of 7.28% [8]. - The net profit attributable to shareholders reached 42.28 million yuan, marking a substantial increase of 117.75% compared to the previous year [8]. - As of June 30, 2025, total assets amounted to 9,714.20 million yuan, up 12.42% from the beginning of the year, while net assets attributable to shareholders increased by 0.58% to 4,252.98 million yuan [8]. Market and Operational Insights - The international pesticide market demand has rebounded, prompting the company to actively engage with overseas clients and optimize its product offerings [8]. - Export sales reached 1,086.84 million yuan, reflecting a year-on-year growth of 19.61% [8]. - The company is focusing on production adjustments and cost reduction through process optimization and management upgrades to enhance market competitiveness [8]. Corporate Governance Changes - The company plans to cancel its supervisory board and amend its articles of association to streamline governance and improve management efficiency [36][37]. - The decision to eliminate the supervisory board will be submitted for approval at the upcoming shareholders' meeting [36][37].

民生证券股份有限公司 关于江苏长青农化股份有限公司变更部分募集资金投资项目的 核查意见 民生证券股份有限公司（以下简称"民生证券"或"保荐机构"）作为江苏长青 农化股份有限公司（以下简称"长青股份"或"公司"）持续督导的保荐机构，民生 证券根据《证券发行上市保荐业务管理办法》 《深圳证券交易所上市规则》 《上市 公司监管指引第 2 号——上市公司募集资金管理和使用的监管要求》、 《深圳证券 交易所上市公司自律监管指引第 13 号——保荐业务》、《深圳证券交易所上市公 司自律监管指引第 1 号——主板上市公司规范运作》等相关法律法规的规定和要 求，通过定期的现场检查、资料查阅、沟通访谈及列席重要会议等方式，对长青 股份变更部分募集资金投资项目事项进行了核查，具体情况如下： 一、募集资金的基本情况 经中国证券监督管理委员会《关于核准江苏长青农化股份有限公司公开发行 （证监许可[2018]2097 号）核准，公司于 2019 年 2 月 27 可转换公司债券的批复》 日向社会公开发行 913.8 万张可转换公司债券，每张面值 100 元，公开发行可转 债 募 集 资 金 总 额 为 913,800,000.00 元 ...

Summary of Key Points Core Viewpoint The company, Nantong Xingqiu Graphite Co., Ltd., is changing the investment project for the funds raised from the issuance of convertible bonds due to unfavorable market conditions for its original project, which involves the production of graphite anodes for lithium batteries. The new project focuses on the production of silicon carbide and carbon-based composite anti-corrosion equipment, which aligns better with current market demands and the company's strategic goals. Group 1: Fundraising and Investment Changes - The company raised a total of RMB 620 million through the issuance of convertible bonds, with a net amount of RMB 612.99 million after deducting issuance costs [1][2] - As of June 30, 2025, the company has invested RMB 103.89 million in the fundraising projects, with RMB 536.91 million remaining uninvested [2] - The company plans to change the allocation of RMB 195 million from the original project to the new project, which constitutes 31.81% of the net amount raised [4][5] Group 2: Reasons for Change - The original project faced challenges due to a decline in market prices for graphite anodes and increased competition, leading to a potential risk of not achieving expected benefits [5][6] - The new project aims to meet the growing demand for high-end anti-corrosion equipment in the chemical industry, enhancing the company's core competitiveness and profitability [6][9] Group 3: Project Details and Feasibility - The new project has a total investment of RMB 195.73 million, with an expected internal rate of return of 14.65% and a payback period of 8.90 years [8] - The project will enable the company to scale production and integrate systems, significantly reducing manufacturing costs and delivery times [8][9] - The new project aligns with industry trends towards efficiency, safety, and low carbon emissions, addressing the limitations of traditional equipment [9][10] Group 4: Approval and Oversight - The change in investment project has been approved by the company's board of directors and requires further approval from the shareholders' meeting and bondholders' meeting [13][14] - The supervisory board supports the change, emphasizing its alignment with the company's long-term strategy and market conditions [13][14]

Core Viewpoint - The company is convening the first bondholders' meeting for its convertible bonds, focusing on the proposed change in the use of raised funds to enhance operational efficiency and align with market demands [1][4][16] Meeting Information - The bondholders' meeting is scheduled for July 29, 2025, at 14:30, in Jiangsu Province, Nantong City [2][3] - The agenda includes participant registration, announcement of attendees, reading of meeting guidelines, election of vote counters, and discussion of the proposal to change the investment project [2][3][4] Fundraising Overview - The company raised a total of RMB 617.1 million from the issuance of convertible bonds, with net proceeds amounting to RMB 610.1 million after deducting issuance costs of RMB 7 million [4][5] - As of June 30, 2025, RMB 103.89 million has been invested in projects, with RMB 536.91 million remaining uninvested [5][6] Proposed Change in Investment Project - The company plans to reallocate RMB 195 million (31.81% of net proceeds) from the original project focused on lithium battery anode materials to a new project involving silicon carbide and carbon-based composite anti-corrosion equipment [6][8] - The original project faced challenges due to market conditions, including declining prices and increased competition, prompting the company to slow its implementation [7][8] New Project Details - The new project aims to produce high-performance anti-corrosion equipment for the chemical, energy, and environmental sectors, enhancing the company's product offerings and market competitiveness [8][10] - The project is expected to generate a net profit of RMB 33.27 million, with an internal rate of return of 14.65% and a payback period of 8.9 years [10][11] Strategic Rationale - The shift to the new project aligns with industry trends towards high-efficiency, low-carbon solutions, addressing the limitations of traditional materials in harsh environments [11][12] - The company leverages its strong brand reputation and customer base to support the new project's market entry, ensuring a solid foundation for sales [12][13] Technical and Team Capabilities - The company possesses robust R&D capabilities and a skilled workforce, which are critical for the successful implementation of the new project [13][14] - Continuous innovation and a focus on customer needs position the company to effectively meet market demands and enhance its competitive edge [14][15]

Group 1 - The company is proposing a stock option incentive plan for 2025 to attract and retain talent, aligning the interests of shareholders, the company, and core team members [5][6][8] - The stock option incentive plan has been approved by the company's board and supervisory committee and is now submitted for shareholder approval [6][8] - The company will conduct the shareholder meeting on July 14, 2025, with both on-site and online voting options available [5][7] Group 2 - The company plans to change its name from "Jiangsu Aidea Pharmaceutical Co., Ltd." to "Jiangsu Aidea Pharmaceutical Group Co., Ltd." to enhance group management and resource utilization [12][13] - The name change aligns with the company's strategic development needs and will not adversely affect its operations or shareholder interests [13][14] - The company will also revise its articles of association to reflect the name change and will seek necessary approvals for the changes [14][22] Group 3 - The company intends to adjust its fundraising investment projects, specifically changing the focus from "Ustectidine New Indication Research Project" to "Integrase Inhibitor Drug Research and Clinical Study Project" [16][19] - The total amount of funds to be redirected is approximately 84.37 million yuan, which will be fully allocated to the new project [15][19] - The integrase inhibitor project aims to develop a new generation of anti-HIV drugs and has shown promising results in initial clinical trials [20][21] Group 4 - The company is proposing the appointment of a new independent director candidate, Hu Wenyuan, following the resignation of the previous independent director [11][12] - The nomination has been approved by the board and is now subject to shareholder approval [11][12] - The company is also seeking to fill a vacancy in the supervisory board due to the resignation of a non-employee representative supervisor [22][23]

Core Viewpoint - The company is undergoing a change in the use of part of the raised funds from its initial public offering to enhance operational efficiency and adapt to market demands [1][12][14]. Fundraising Overview - The company successfully issued 31,507,704 shares at a price of 24.18 RMB per share, raising a total of 761.8563 million RMB, with a net amount after expenses [1]. - A verification report was issued by the auditing firm confirming the funds' arrival [1]. Fund Management - The company and its subsidiaries have signed a tripartite supervision agreement for the special account storage of the raised funds to ensure proper management and protection of investors' rights [2]. Investment Project Changes - The company plans to reallocate 19 million RMB from the "Automobile Wheel Assembly Project in Hefei Changfeng" to a new project, which constitutes 2.80% of the net amount raised from the IPO [2][3][6]. - The original project had not utilized the allocated funds, prompting the change to improve fund usage efficiency [3][5]. New Project Details - The new project involves the annual production of 700,000 automotive styling parts, NVH acoustic products, and 3.5 million wheel assemblies, with a total investment of approximately 650 million RMB [7][9]. - The project is set to begin construction in 2024 and aims for production in 2025, with expected gradual revenue generation [7][9]. Market Context - The domestic market for independent brand vehicles is growing, with a reported 20.1% increase in sales for 2024, indicating a favorable environment for the company's new project [9][10]. - The company has established partnerships with major automotive manufacturers, enhancing its market position and customer base [10]. Decision-Making Process - The decision to change the investment project was approved by the board and the supervisory committee, aligning with regulatory requirements and the company's strategic needs [12][14].

Core Viewpoint - Hubei Jianghan New Materials Co., Ltd. has completed the fundraising process for its initial public offering (IPO) and is making changes to its fundraising investment projects and office address [1][2][3]. Group 1: Fundraising and Financial Details - The company was approved to publicly issue 66,666,667 shares at a price of RMB 35.59 per share, raising a total of RMB 2,372,666,678.53, which was fully received by January 19, 2023 [1]. - The funds have been deposited into a special account approved by the board, and a tripartite supervision agreement has been signed with the sponsor and the bank [1]. - The total planned investment for the "Annual Production of 2000 Tons of Aerogel Composite Materials Industrialization Construction Project" was RMB 246,778.01 million, with RMB 205,926.71 million allocated [2]. Group 2: Changes in Investment Projects - The project "Annual Production of 2000 Tons of Aerogel Composite Materials Industrialization Construction Project" has been changed to "Silicon-based New Materials Green Circular Industrial Park Phase I," with remaining funds of RMB 15,193.59 million and accumulated interest to be fully invested in the new project [2]. - The project "Annual Production of 2000 Tons of High-purity Quartz Sand Industrialization Construction Project" has been changed to "Functional New Materials Silicon-based Precursor Project (Phase I)," with remaining funds of RMB 35,038.77 million to be fully invested in the new project [3]. - The new project will be implemented by the wholly-owned subsidiary Hubei Jianghan Electronic Materials Co., Ltd., with RMB 100 million allocated as equity and the remaining funds provided as a loan [3]. Group 3: Project Completion and Office Relocation - The "Research Center and Office Center Construction Project" has reached the predetermined usable state and is set for completion [4]. - The office address has been changed from "36 Qunli Avenue, Shashi Economic Development Zone, Jingzhou City, Hubei Province" to "259 Dongfang Avenue, Shashi District, Jingzhou City, Hubei Province" [5].

Meeting Overview - The third meeting of the Supervisory Board of Jiangsu Aidi Pharmaceutical Co., Ltd. was held on June 27, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Resolutions Passed - The Supervisory Board approved the proposal to cancel part of the unvested restricted stock, stating that it complies with relevant laws and regulations, and does not harm shareholders' interests [1][2]. - The Supervisory Board approved the draft of the 2025 Stock Option Incentive Plan, which aligns with legal requirements and is expected to benefit the company's sustainable development [2][3]. - The Supervisory Board approved the implementation assessment management measures for the 2025 Stock Option Incentive Plan, ensuring smooth execution and alignment with the company's governance structure [3][4]. - The Supervisory Board verified the list of initial incentive objects for the 2025 Stock Option Incentive Plan, confirming their qualifications under relevant laws and regulations [4][5]. - The Supervisory Board approved changes to certain fundraising investment projects and amount adjustments, aimed at enhancing operational stability and profitability [5][6]. - The Supervisory Board agreed to nominate Tang Jieqing as a candidate for a non-employee representative supervisor, pending shareholder approval [6][7]. - The Supervisory Board elected current employee representative supervisor Pang Qiuchen as the chairman of the Supervisory Board, effective immediately [7].