新华财经北京11月12日电（王菁）随着并购重组市场活跃度显著提升，"定向可转债"这一工具正悄然成 为资本市场的新焦点。据东方金诚研究报告显示，2025年以来，新公布的重大并购重组项目中，已有9 起选择使用定向可转债作为支付工具，数量较去年同期大幅增长。 条款设计更趋灵活 投资人保护与股东利益并重 新规对定向可转债的条款设计进行了系统性优化。报告指出，当前支付定转更注重保护原股东权益，具 体体现在锁定期覆盖业绩承诺周期、禁止向下修正转股价格、限制回售条款等方面。 "定向可转债兼具债性安全垫与股性增值潜力，在并购重组中具有独特的制度韧性与博弈弹性。"东方金 诚研究发展部副总经理曹媛媛对新华财经指出，定向可转债不仅是一种支付工具，更是一种促进交易达 成、优化资源配置的金融创新。 定向可转债迎发展契机 半导体行业成主力 两年前，证监会发布《上市公司向特定对象发行可转换公司债券购买资产规则》（以下简称《定向可转 债重组规则》），系统规范了定向可转债作为支付工具的发行条件、定价机制与限售安排。此后，国务 院"新国九条"、证监会"并购六条"等政策接连出台，多次强调鼓励上市公司使用定向可转债作为并购支 付工具之一。 曹媛媛表 ...

Group 1 - Jinbo Biological has received approval from the Beijing Stock Exchange for a targeted stock issuance, with a maximum of 7.1757 million shares to be issued, aiming to raise up to 2 billion yuan [1][2] - The strategic investor for this issuance is Yangshengtang, which will acquire shares at a price of 278.72 yuan per share, resulting in a 6.24% ownership stake in Jinbo Biological post-issuance [2] - The funds raised will be allocated to the development of a humanized collagen FAST database and product development platform, with 1.15 billion yuan designated for this project and the remaining 850 million yuan for working capital [2] Group 2 - Yangshengtang's involvement is expected to enhance Jinbo Biological's core competitiveness and innovation capabilities, providing strategic resources for market expansion and sales performance improvement [3] - In addition to Jinbo Biological's developments, Wantong Hydraulic has also received approval for a targeted convertible bond issuance, with a maximum of 1.5 billion yuan to be raised [4] - Wantong Hydraulic plans to use the funds raised from the convertible bonds to supplement working capital, thereby alleviating financial pressure and enhancing its competitive strength in the hydraulic sector [5]

Group 1 - Jinbo Bio has received approval from the Beijing Stock Exchange for a targeted stock issuance, with a maximum of 7.1757 million shares to be issued, aiming to raise up to 2 billion yuan [1][2] - The strategic investor for this issuance is Yangshengtang, which will acquire shares at a price of 278.72 yuan per share, resulting in a 6.24% ownership stake in Jinbo Bio post-issuance [2] - The funds raised will be allocated as follows: 1.15 billion yuan for the development of a humanized collagen FAST database and product development platform, and 850 million yuan for working capital [2] Group 2 - The collaboration with Yangshengtang is expected to enhance Jinbo Bio's core competitiveness and innovation capabilities, as well as improve market expansion and sales performance [3] - In addition to Jinbo Bio's targeted stock issuance, Wantong Hydraulic has also received approval for a targeted convertible bond issuance, with a maximum of 1.5 billion yuan to be raised [4] - Wantong Hydraulic's convertible bonds will be used entirely for working capital, addressing the company's funding needs and enhancing its competitive strength in the hydraulic sector [5]

Investment Rating - The report maintains a "Strong Buy" rating for the company [5][11]. Core Views - The company achieved a net profit of 2.7 billion yuan in the first half of 2025, a year-on-year decline of 63.5%, indicating potential pressure on future revenue growth and a bottoming out of gross profit margins [1][2]. - Despite the challenges, the company remains the industry leader in sales, with an increased proportion of sales from new projects and enhanced land acquisition efforts [1][9]. - The company is actively revitalizing its existing resources through various measures, including land swaps and financial restructuring, which have shown some progress [1][10]. - Financing costs are decreasing, with a higher proportion of direct financing, and the successful issuance of the first cash-based convertible bond in China [1][10]. - The company's asset management is steadily developing, with a continuous expansion of its property service scale [1][10]. Financial Performance Summary - In the first half of 2025, the company reported total revenue of 116.9 billion yuan, a year-on-year decrease of 16.1%, and a gross profit margin of 14.6%, down 1.4 percentage points from the previous year [2][4]. - The company plans to start construction on 8 million square meters and complete 25.4 million square meters in 2025, which is a significant reduction from the previous year's actual completion [3][4]. - The company's total liabilities as of the first half of 2025 were 333.6 billion yuan, with a revenue guarantee multiple of 1.07 for the full year of 2024 [3][4]. Earnings Forecast - The expected earnings per share (EPS) for 2025, 2026, and 2027 are projected to be 0.36 yuan, 0.38 yuan, and 0.53 yuan, respectively [1][11]. - The company is expected to experience a decline in revenue and profit in the coming years, with a forecasted total revenue of 280.5 billion yuan in 2025, down 10% from the previous year [4][17]. Market Position - The company maintains its position as the top seller in the industry, with a sales area of 7.14 million square meters in the first half of 2025, despite a year-on-year decline of 25.2% [9][10]. - The proportion of sales from new projects has increased to 65%, reflecting a strategic shift towards newer developments [9][10].

Core Viewpoint - Sichuan Youji Industrial Co., Ltd. successfully completed its first targeted convertible bond issuance under the new registration system of the Beijing Stock Exchange, raising approximately 1.15 billion yuan after expenses [1][2]. Group 1: Convertible Bond Details - The convertible bonds have a face value of 100 yuan each, with a maximum issuance of 1.2 million bonds and a term of six years [1]. - The coupon rates are set at 0.20% for the first year, increasing to 1.70% by the sixth year, indicating a low-cost financing advantage [1]. - The initial conversion premium is set at 120%, and the conditional redemption ratio is 140%, which raises the conversion threshold for investors [1][2]. Group 2: Investor Participation - The bond issuance attracted 24 quality investors, including Nord Fund Management Co., Ltd. and Huaxin International Trust Co., Ltd., successfully meeting the financing needs [2]. - The total amount raised is 1.2 billion yuan, with a net amount of approximately 1.15 billion yuan after deducting related issuance costs [2]. Group 3: Use of Proceeds - The funds will be used for the intelligent flexible production line for valves and supporting facilities, as well as for high-end casting and processing projects [3]. - The projects are expected to achieve an annual production capacity of 25,000 oil and gas valves and 3,558 tons of castings [3]. - The implementation of these projects will enhance the company's production capacity for mid-to-high-end valves and castings, meeting the growing demand in downstream markets [3].

Summary of Key Points from the Conference Call Industry Overview - The conference call primarily discusses the convertible bond market, particularly focusing on the performance and outlook of various sectors including cyclical industries, photovoltaic (solar) industry, and banking sector convertible bonds [2][3][5][9]. Core Insights and Arguments - **Market Divergence on Convertible Bonds**: The current market divergence regarding convertible bond investments stems from two main factors: reduced trading volume in equity indices and a lack of new catalysts for previously hot sectors like Deepseek and robotics. Additionally, the upcoming quarterly earnings reports historically pressure small-cap convertible bonds [2]. - **Cyclical Sector Performance**: The cyclical sectors, especially in chemicals, exhibit alpha characteristics in the convertible bond market. Despite slow recovery in real estate-related industries, the pricing logic in chemicals is becoming more pronounced. The livestock farming sector plays a crucial role in hedging debt repayment risks [3][4]. - **Photovoltaic Industry Opportunities**: The photovoltaic sector is highlighted as having significant opportunities in 2025, with expectations that component price adjustments will provide favorable conditions for related convertible bonds. The sector's large scale and ease of position accumulation are noted as advantages for achieving good returns [5][8]. - **Convertible Bond ETF Fund Flows**: Recent outflows from convertible bond ETFs are attributed to institutional profit-taking. The convertible bond index has shown strong performance, with returns of 3-4% for the index and 4-5% for small-cap indices in Q1 2025, leading to increased valuation safety margins [6]. - **Supply and Demand Dynamics**: The public market is experiencing a contraction, but the expiration of many large-cap convertible bonds and a structural bull market in equities may lead to the emergence of new products to supplement supply. The market may evolve into a dual approach with public funds and targeted financing types [7]. - **Investment Opportunities in Banking Convertible Bonds**: Banking convertible bonds have shown strong performance, with investment opportunities concentrated around significant price corrections. The upcoming earnings disclosure period may favor dividend stocks, providing good investment opportunities [9][10]. - **Trends in Directed Convertible Bonds**: Directed convertible bonds are rapidly developing, primarily used for project financing and liquidity supplementation. They can achieve financing through high conversion prices but cannot be adjusted downwards, reflecting regulatory measures to prevent conflicts of interest [11]. Other Important Insights - **Importance of Downward Adjustment Clauses**: Downward adjustment clauses in convertible bonds are crucial for investors, as they help mitigate repayment pressures in case of short-term issues. This feature contributes to the lower credit risk in the public market [12]. - **Differences Between Public and Private Convertible Bonds**: Public convertible bonds have standardized terms and are traded on exchanges, while private convertible bonds offer more customization but have lower liquidity and longer lock-up periods [13][14]. - **Unique Advantages of Private Convertible Bonds**: Private convertible bonds provide a stable asset class with minimal net value fluctuations, appealing to institutions sensitive to net asset value changes. Despite their liquidity issues, they can offer certain advantages for conservative investment strategies [16].