证券代码：301149 证券简称：隆华新材 可转债论证分析报告 山东隆华新材料股份有限公司 ShanDong Longhua New Material Co.,Ltd. （注册地址：山东省淄博市高青县潍高路 289 号） 向不特定对象发行可转换公司债券 方案的论证分析报告 二零二五年八月 可转债论证分析报告 六、本次发行对原股东权益或者即期回报摊薄的影响以及填补的具体措施 .....13 可转债论证分析报告 山东隆华新材料股份有限公司（以下简称隆华新材、公司或本公司）为深圳 证券交易所（以下简称深交所）创业板上市公司。为满足主营业务发展的需要， 进一步增强资本实力及盈利能力，促进公司的长远发展，根据《中华人民共和国 公司法》（以下简称《公司法》）《中华人民共和国证券法》（以下简称《证券 法》）《山东隆华新材料股份有限公司章程》（以下简称《公司章程》）和《上 市公司证券发行注册管理办法》（以下简称《发行注册办法》）等有关法律、法 规和规范性文件的规定，公司拟向不特定对象发行可转换公司债券（以下简称本 次发行）。 本次发行可转债募集资金总额不超过 96,000.00 万元（含本数），在扣除发 行费用后将用于围绕公 ...

Core Viewpoint - The company Jin Sanjiang (301059.SZ) plans to issue convertible bonds to raise up to RMB 29 million for the construction of a silica production base in Malaysia [1][2]. Group 1: Convertible Bond Issuance - The total amount to be raised from the issuance of convertible bonds is capped at RMB 29 million, including issuance costs [1][3]. - The bonds will be issued at par value, with each bond having a face value of RMB 100 [3]. - The maturity period for the bonds is set at six years from the date of issuance [3]. Group 2: Use of Proceeds - The total estimated investment for the Malaysia silica production base project is RMB 33,036.97 million, with RMB 29 million allocated from the bond issuance [2]. Group 3: Shareholder Rights and Distribution - The convertible bonds will be preferentially allocated to existing shareholders, with specific allocation amounts to be determined by the board of directors based on market conditions [4]. - Any remaining bonds after the preferential allocation will be offered to institutional investors and/or through online issuance on the Shenzhen Stock Exchange [4].

Group 1 - The company, Sheneng Co., Ltd. (600642.SH), announced plans to issue convertible bonds to unspecified investors, with a total fundraising amount not exceeding 2 billion yuan (including principal) [1] - The net proceeds from the fundraising, after deducting issuance costs, will be used for investments in the Xinjiang Tacheng Toli County 1.35 million kilowatt wind power project, the Lingang No. 1 offshore photovoltaic project, and to supplement working capital [1]

Core Viewpoint - The Shanghai Stock Exchange's listing review committee has approved Anhui Yingliu Electromechanical Co., Ltd.'s refinancing, confirming it meets the issuance, listing, and information disclosure requirements [1]. Group 1: Key Issues Raised During the Review - The issuer was asked to clarify the sales situation of cast blank products, customer performance verification progress, expected revenue during production, and existing orders to assess the feasibility of the "Blade Machine Box Processing Coating Project" and the reasonableness of the new capacity [2]. - The issuer was requested to provide details on the expected new orders and project specifics related to the "Advanced Nuclear Materials and Key Components Intelligent Upgrade Project" to evaluate customer stability and the rationality of the new capacity, as well as any potential capacity digestion risks [2]. - The issuer was required to explain the situation of accounts receivable over one year old, addressing any significant credit risks and the adequacy of bad debt provisions [2]. Group 2: Fundraising and Project Investment - The company plans to issue convertible bonds with a total fundraising amount not exceeding 150 million yuan, which will be used for the Blade Machine Box Processing Coating Project, Advanced Nuclear Materials and Key Components Intelligent Upgrade Project, working capital supplementation, and bank loan repayment [3]. - The investment amounts for the projects are as follows: Blade Machine Box Processing Coating Project (115 million yuan), Advanced Nuclear Materials and Key Components Intelligent Upgrade Project (64 million yuan), and working capital and loan repayment (45 million yuan), totaling 224 million yuan [4]. - The convertible bonds will be issued at face value, with each bond having a face value of 100 yuan, and the issuance will be managed by Huatai United Securities Co., Ltd. [4].

Event - Xinyi Technology (FINV.US) has successfully issued a convertible senior note worth $130 million, maturing in 2030, with an initial buyer's option to increase the amount by up to $20 million, bringing the total issuance to $150 million. The coupon rate is notably low at 2.5% [1][2]. Cost of Capital - The cost of capital includes both the cost of debt and the cost of equity. Generally, the cost of equity is higher than the cost of debt, leading companies to prefer debt financing when feasible. However, if debt costs are too high, companies may opt for convertible bonds as a balanced financing decision [2]. Convertible Bond Terms - The initial conversion rate for the convertible bond is set at 80.8865 ADS per $1,000 principal, translating to a conversion price of $12.36 per ADS. This represents a 30% premium over the closing price of $9.51 on June 18 [3]. Use of Proceeds - The proceeds from the convertible bond will be allocated as follows: 40% ($60 million) for stock buybacks and 60% ($90 million) to enhance working capital and accelerate overseas expansion. The stock buyback aims to repurchase shares below $10, while the overseas expansion is crucial for future revenue growth [4]. Potential Dilution - The issuance of convertible bonds may lead to dilution of existing shareholders' equity and earnings per share (EPS). If all bonds are converted, dilution could be approximately 4.8%. However, the stock buyback will mitigate some of this dilution [5]. Fundamental Valuation - Xinyi Technology reported a record net profit in Q1 2025, with a 40% year-on-year increase in non-GAAP net profit. The company has a strong cash position and is well-positioned for overseas expansion, which is expected to contribute significantly to future revenues. The current valuation is estimated at 6-7 times earnings, with potential for increased shareholder returns through dividends and buybacks [6]. Industry Implications - Other Chinese concept stocks may follow suit in issuing similar convertible bonds to secure low-cost financing for overseas expansion and stock buybacks, reflecting a broader trend in the industry [6].

Core Viewpoint - China Ping An Insurance Group plans to issue HKD 11.765 billion zero-coupon convertible bonds due in 2030, convertible into H shares at an initial conversion price of HKD 55.02 per share, representing an 18% premium over the market price on June 3, 2025 [4][6][5]. Group 1: Issuance Overview - The bonds will be issued under a general authorization and will not involve the issuance of A shares [2]. - The total principal amount of the bonds is HKD 11.765 billion, with the initial conversion price set at HKD 55.02 per H share [3][4]. - If fully converted, the bonds would result in approximately 213.83 million new shares, accounting for 2.87% of the existing H shares and 1.17% of the total share capital [6]. Group 2: Financing Purpose - The net proceeds from the bond issuance will be used to support the group's future business development needs, particularly in finance, healthcare, and pension strategies [6][7]. - The issuance is expected to enhance the company's strategic flexibility and competitive strength while maintaining a low financing cost due to the zero-coupon nature of the bonds [6][8]. Group 3: Market Implications - The issuance marks a significant move for insurance companies in the offshore convertible bond market, potentially influencing other insurers to follow suit [5][9]. - Analysts suggest that the issuance could improve liquidity in the H share market and attract more investors, despite concerns about the relatively low interest rate compared to other markets [5][9]. - The issuance is seen as a test of global capital's attitude towards Chinese insurance companies, with the potential for a ripple effect in the industry [5][10]. Group 4: Industry Context - The insurance sector is facing increasing pressure to enhance capital adequacy due to regulatory requirements and market conditions, leading to a sustained demand for capital replenishment [10]. - The trend of issuing convertible bonds is expected to continue as companies seek to optimize their capital structures and meet higher solvency standards [10].

1. Report Industry Investment Rating The provided content does not mention the industry investment rating. 2. Core Viewpoints of the Report - The convertible bond system of the Beijing Stock Exchange (BSE) has been gradually improved under the promotion of relevant policies [3][14]. - BSE's private - placement convertible bonds have characteristics such as a relatively high initial conversion price, strict redemption clauses, and small changes in conditional put - option clauses [3][14]. - Compared with the Shanghai Stock Exchange's public - offering convertible bonds, BSE's private - placement convertible bonds do not provide issuance ratings, and some do not set conversion price revision clauses [3][17]. - BSE's convertible bonds have lower profit thresholds for issuance and no price limits for trading, with more flexible trading rules [4][20]. - The launch of BSE's public - offering convertible bonds is imminent, which will bring benefits to listed companies, investors, the government, and the convertible bond market [7][27]. 3. Summary According to the Directory 3.1 North Beijing Stock Exchange Convertible Bond System Gradually Improves - **Relevant Policies Boost the Development of the BSE Convertible Bond System**: Since 2022, a series of policies have been introduced to support the development of the BSE convertible bond system, including the introduction of public - offering convertible bonds and support for private - placement convertible bonds [14]. - **Characteristics of BSE Private - Placement Convertible Bonds**: The initial conversion price is generally 120% or more of the previous trading day's stock trading average price. The conditions for triggering the redemption clause are relatively high and flexible, and the conditions for triggering the conditional put - option clause are that the stock price is not less than 50% - 70% of the current conversion price [3][14]. - **Differences between BSE and the Shanghai Stock Exchange**: BSE's private - placement convertible bonds do not provide issuance ratings, and some do not set conversion price revision clauses. The initial conversion price setting requirements are higher, and the conditions for triggering the redemption clause are also higher in some cases [3][17]. 3.2 BSE Convertible Bonds Have Lower Profit Thresholds for Issuance and No Price Limits for Trading - **BSE Convertible Bond Issuance Conditions**: Compared with the Shanghai and Shenzhen Stock Exchanges, BSE has lower profit thresholds and looser conditions for convertible bond issuance. Although the basic issuance conditions, negative lists, and initial conversion price determination rules are the same, the Shanghai and Shenzhen Stock Exchanges have higher requirements for the profitability of issuing companies [20][22]. - **BSE Convertible Bond Trading Conditions**: BSE's convertible bond trading rules have fewer restrictions. There are differences in trading methods, quotation methods, trading transfer times, declaration quantities, price limits, and intraday suspension rules compared with the Shanghai and Shenzhen Stock Exchanges. BSE does not set price limits, making trading more flexible and volatile [4][24]. 3.3 If BSE Public - Offering Convertible Bonds Are Listed, It Will Bring Multiple Benefits - **For Listed Companies**: The launch of BSE public - offering convertible bonds will enrich financing channels, meet the refinancing needs of companies, simplify the financing process, reduce costs, and promote standardized and high - quality operations [7][27]. - **For Investors**: It will increase the supply of the convertible bond market, promote investors' indirect participation in the equity market, and provide more acceptable investment options [7][30]. - **For the Government**: It is conducive to supporting the development of small and medium - sized enterprises, improving the multi - level capital market system, and promoting economic transformation and upgrading [7][31]. - **For the Convertible Bond Market**: It will help expand the market scale, enrich market varieties, and promote the coordinated development of the market, strengthening the connection between the BSE and other capital market sectors [7][32].

Core Viewpoint - The Shanghai Stock Exchange's listing review committee has approved Longjian Road and Bridge Co., Ltd.'s refinancing plan, confirming it meets the issuance, listing, and information disclosure requirements [1] Group 1: Company Financials and Operations - The company holds a significant amount of cash and high debt levels, which raises questions regarding the rationale behind this financial structure [2] - The company is required to provide a detailed analysis of its debt repayment plans, funding sources, and overall debt servicing capability, including metrics such as debt-to-asset ratio and interest coverage ratio [2] Group 2: Fundraising and Project Allocation - Longjian Road and Bridge plans to raise up to 100 million yuan through the issuance of convertible bonds, with proceeds allocated to specific projects and debt repayment [3] - The total investment for the projects includes 653.04 million yuan for the G1111 Hegang to Ta Qing section project, 183.45 million yuan for the Dan A highway reconstruction project, and 45 million yuan for bank loan repayment, totaling 881.49 million yuan [4] - The convertible bonds will be issued at a par value of 100 yuan each, with the issuance method to be determined by the company's board of directors in consultation with the underwriters [4]