证券研究报告 | 2025年12月21日 可交换私募债跟踪 私募 EB 每周跟踪（20251215-20251219） 1. 南山集团有限公司 2025 年面向专业投资者非公开发行可交换公司债券项目获交易所受理，拟发行规模 为 30 亿元，正股为南山铝业（600219.SH），主承销商为金圆统一证券，交易所更新日期为 2025 年 12 月 17 日； 风险提示 项目获批进度不及预期，经济增速下滑 请务必阅读正文之后的免责声明及其项下所有内容 1 固定收益快评 | 证券分析师： | 王艺熹 | 021-60893204 | wangyixi@guosen.com.cn | 执证编码：S0980522100006 | | --- | --- | --- | --- | --- | | 证券分析师： | 吴越 | 021-60375496 | wuyue8@guosen.com.cn | 执证编码：S0980525080001 | | 证券分析师： | 赵婧 | 0755-22940745 | zhaojing@guosen.com.cn | 执证编码：S0980513080004 | 我们定期梳理从公开渠道可获 ...

Group 1: Report Summary - The report tracks the latest private exchangeable bond (Private EB) projects from public channels, with possible changes in terms and progress. Check the final prospectus and consult the lead underwriter [1]. Group 2: New Projects This Week - Jiangsu Guotai International Group Co., Ltd.'s 2025 private exchangeable bond project for professional investors was approved by the exchange, with a proposed issuance scale of 1.2 billion yuan (reduced), underlying stock Ruitai New Materials (301238.SZ), lead underwriter CITIC Securities, and exchange update date of December 8, 2025 [1]. - Sichuan Jiuzhou Investment Holding Group Co., Ltd.'s 2025 private technological innovation exchangeable bond project for professional investors was approved by the exchange, with a proposed issuance scale of 1 billion yuan, underlying stock Sichuan Jiuzhou (000801.SZ), lead underwriter CITIC Securities, and exchange update date of December 5, 2025 [1]. - Oriens Technology Co., Ltd.'s 2025 private exchangeable bond project for professional investors was approved by the exchange, with a proposed issuance scale of 350 million yuan (reduced), underlying stock Yongxin Co., Ltd. (002014.SZ), lead underwriter CITIC Construction Securities, and exchange update date of December 5, 2025 [1]. - Hainan农垦 Investment Holding Group Co., Ltd.'s 2025 private exchangeable bond project for professional investors received feedback from the exchange, with a proposed issuance scale of 2.1 billion yuan, underlying stock Hainan Rubber (601118.SH), lead underwriter CITIC Securities, and exchange update date of December 8, 2025 [1]. Group 3: Project Status Table - The table shows the status of multiple private EB projects as of December 12, 2025, including bond names, lead underwriters, scales, underlying stocks, project statuses, and update dates [3].

Core Viewpoint - The company has received notification from early investor Chow Tai Fook Enterprises Limited regarding the successful issuance of exchangeable bonds totaling approximately HKD 2.2 billion, aimed at improving cash flow [1] Group 1: Company Actions - The company expresses heartfelt congratulations on the successful bond issuance by Chow Tai Fook Enterprises Limited [1] - The company emphasizes its core mission to continuously create comprehensive value for all shareholders through business development [1] Group 2: Future Outlook - The company plans to maintain an entrepreneurial spirit, focusing on careful and dedicated management to provide long-term sustainable returns for all shareholders [1] - The company looks forward to continued attention and support from more investors for its growth and development [1]

Core Viewpoint - The company has received notification from early investor Chow Tai Fook Enterprises Limited regarding the successful issuance of exchangeable bonds totaling approximately HKD 2.2 billion, aimed at achieving better cash flow [1] Group 1 - The company expresses heartfelt congratulations on the successful bond issuance [1] - The core mission of the company is to continuously create comprehensive value for all shareholders through business development, which serves as the driving force for the company's progress [1] - The company plans to maintain an entrepreneurial spirit, focusing on careful and dedicated management to provide long-term sustainable returns for all shareholders [1] Group 2 - The company looks forward to continued attention and support from more investors for its growth and development [1]

Core Viewpoint - Alibaba Group plans to issue approximately $3.2 billion of zero-coupon convertible senior notes maturing in 2032 to enhance cloud infrastructure and expand international business operations [1] Fund Allocation - About 80% of the net proceeds from the fundraising will be used to enhance cloud infrastructure, including expanding data centers, upgrading technology, and optimizing services to meet growth demands [1] - The remaining 20% will be allocated to expanding international business operations, focusing on operational investments to improve market position and efficiency [1] Stock Price Strategy - Alibaba has entered into capped call transactions aimed at increasing the effective conversion price, with the upper limit expected to be 60% higher than the closing price of Hong Kong stocks on Thursday [1] - Based on the closing price of $143.93 on Wednesday, the stock price could rise to $230, which would trigger new share issuance, effectively reducing potential dilution and demonstrating Alibaba's confidence in future development [1] Financial Position - As of the end of June, Alibaba's cash reserves stood at $81.8 billion, indicating a strong financial position [1] - The issuance of notes and capped call transactions is intended to lower the company's overall cost of capital [1] Market Context - Recent favorable interest rates and overall capital market conditions have attracted many companies to issue bonds, with Baidu issuing $2 billion in exchangeable bonds this year and Tencent reportedly planning to issue offshore RMB bonds [1]

Group 1 - The company plans to reduce its holdings in Bee Assistant (stock code: 301382) by up to 8.3746 million shares, representing approximately 2.93% of the total share capital [1][2] - The board of directors has proposed to authorize the management to determine the specific timing and quantity of the share reduction, with the authorization period lasting 12 months from the approval date by the shareholders' meeting [2][3] - The company intends to issue up to RMB 300 million of exchangeable bonds to optimize its financing structure and improve financing efficiency [2][3] Group 2 - The company will pay a guarantee fee of 1% per year to its indirect controlling shareholder, Pingtan Comprehensive Experimental Zone Financial Holding Group Co., Ltd., for the guarantee provided for the exchangeable bonds [3] - The company plans to provide collateral for the guarantee by pledging its real estate, equity, and stocks to the controlling shareholder [3] - The board has approved the election of Li Tongtong as a member of the audit committee to ensure its normal operation following the resignation of a previous director [5]

Core Viewpoint - The company, Aorijin Technology Co., Ltd., plans to issue non-public exchangeable bonds to professional institutional investors, with a total issuance scale not exceeding RMB 1.25 billion, to support its development strategy and improve liquidity [1][2]. Group 1: Issuance Details - The bonds will be exchangeable for A-shares of Huangshan Yongxin Co., Ltd. (stock code: 002014.SZ) and will be issued at a face value of RMB 100 each [2]. - The issuance will be conducted non-publicly, with a maximum term of 3 years and a fixed interest rate to be determined based on market conditions [2][4]. - The bonds will be secured by a pledge of A-shares of Yongxin, ensuring the timely payment of principal and interest to bondholders [3]. Group 2: Fund Utilization - The funds raised will be used for repaying interest-bearing debts and supplementing working capital, with specific uses to be determined by the board of directors [4]. - A dedicated account will be established for the management of the raised funds, ensuring they are not misused [4]. Group 3: Governance and Authorization - The board of directors will seek authorization from the shareholders' meeting to manage all aspects of the bond issuance, including terms, scale, and other related matters [5][6]. - The decision-making process will include provisions for debt repayment guarantees and the establishment of a special working group to protect bondholders' interests [5].