Workflow
可转换公司债券发行上市
icon
Search documents
中国广核: 国浩律师(深圳)事务所关于中国广核电力股份有限公司向不特定对象发行A股可转换公司债券在深圳证券交易所上市之法律意见书
Zheng Quan Zhi Xing· 2025-07-22 16:27
Core Viewpoint - China General Nuclear Power Corporation (CGN) is issuing A-share convertible bonds to unspecified investors, which will be listed on the Shenzhen Stock Exchange, with the total amount not exceeding RMB 4.9 billion [3][17]. Group 1: Legal Framework and Compliance - The issuance is in accordance with the Company Law, Securities Law, and relevant regulations, ensuring that all legal procedures have been followed [4][5]. - The company has obtained necessary approvals from its internal authority and the state-owned enterprise, China General Nuclear Group [12][14]. - The issuance has been reviewed and approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [13][26]. Group 2: Financial and Operational Conditions - The average distributable profits for the last three years are sufficient to cover the interest on the convertible bonds, meeting the requirements of the Securities Law [15][19]. - The company reported net profits of RMB 1,036.48 million, RMB 1,061.29 million, and RMB 1,071.28 million for the years 2022, 2023, and 2024 respectively, indicating consistent profitability [20]. - The asset-liability ratios for the years 2022, 2023, and 2024 were 61.39%, 60.19%, and 59.49%, respectively, reflecting a stable financial structure [19]. Group 3: Use of Proceeds - The funds raised will be exclusively used for the construction of units 5 and 6 of the Guangdong Lufeng Nuclear Power Plant, aligning with the company's main business operations [17][18]. - The issuance will not be used to cover losses or for non-productive expenditures, complying with regulatory requirements [18][19]. Group 4: Convertible Bond Features - The convertible bonds will have a conversion period starting six months after issuance, allowing bondholders to convert their bonds into shares [21][23]. - The initial conversion price will be determined based on the average trading price of the company's A-shares prior to the issuance, ensuring it meets regulatory standards [22][23]. - The bondholders will have rights to adjust the conversion price under certain conditions, providing them with protection against market fluctuations [24][25].
恒帅股份: 上海国瓴律师事务所关于宁波恒帅股份有限公司向不特定对象发行可转换公司债券并在深圳证券交易所上市之法律意见书
Zheng Quan Zhi Xing· 2025-06-12 12:42
Core Viewpoint - Ningbo Hengshuai Co., Ltd. is planning to issue convertible bonds to unspecified objects and list them on the Shenzhen Stock Exchange, with legal opinions provided by Shanghai Guoling Law Firm confirming the legality and compliance of the issuance process [1][2][23]. Group 1: Issuance Approval and Authorization - The company held its second board meeting on April 10, 2023, and the annual general meeting on May 4, 2023, where several resolutions regarding the issuance of convertible bonds were approved [9]. - Subsequent board meetings in 2023 and 2024 involved adjustments to the issuance plan, all within the authorization scope of the shareholders' meeting [10][11][12]. Group 2: Legal Compliance and Conditions - The issuance complies with the relevant laws, including the Company Law and Securities Law, and has received approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [13][23]. - The company has confirmed that it meets the substantive conditions for issuance, including having sufficient average distributable profits to cover the interest on the bonds [14][20]. Group 3: Financial Health and Risk Assessment - The company’s debt ratio as of the end of 2022, 2023, and 2024 was reported at 22.17%, 22.61%, and 18.57% respectively, indicating a reasonable level of financial health [20]. - The net cash flow from operating activities for the years 2022, 2023, and 2024 was reported as 158.40 million, 255.91 million, and 230.12 million respectively, demonstrating a stable cash flow situation [20]. Group 4: Use of Proceeds - The net proceeds from the bond issuance will be allocated to specific projects, including the establishment of a new automotive parts production base in Thailand and the expansion of existing facilities [14][19].