Overview of the Convertible Bond Issuance - Jinhong Gas Co., Ltd. has issued 10,160,000 convertible bonds with a face value of RMB 100 each, raising a total of RMB 101,600 million, approved by the China Securities Regulatory Commission on July 17, 2023 [1][2][9] - The bonds have a maturity of six years, from July 17, 2023, to July 16, 2029, and will start converting into shares on January 21, 2024 [1][2][3] Financial Performance - For the fiscal year 2024, Jinhong Gas reported a revenue of RMB 252,527.77 million, a 4.03% increase from RMB 242,735.33 million in 2023 [21] - The net profit attributable to shareholders decreased by 36.12% to RMB 20,122.51 million compared to the previous year [21] - The total assets of the company increased by 8.46% to RMB 676,722.74 million as of the end of 2024 [21] Use of Proceeds - The proceeds from the bond issuance will be used for projects including the construction of electronic-grade nitrogen, liquid nitrogen, and liquid oxygen facilities, with a total project investment of RMB 124,093.66 million [10][22] - The net proceeds after deducting issuance costs amount to RMB 1,004,159,622.64 [22] Bondholder Rights and Obligations - Bondholders have rights to interest payments, conversion to shares, and the ability to sell back the bonds under certain conditions [11][12] - The company is obligated to adhere to the terms of the bond issuance and ensure timely payment of interest and principal [19][20] Credit Rating - The bonds have been rated AA- by China Chengxin International Credit Rating Co., Ltd., with a stable outlook [11]

Core Viewpoint - The gas industry is capital-intensive and requires continuous investment for development, with 2025 expected to be a challenging year for the sector [1] Group 1: Company Overview - Jin Hong Gas Co., Ltd. was established in 1999 and specializes in gas research, production, sales, and integrated service solutions [1] - The company provides over a hundred types of gas products, including specialty gases, bulk gases, and fuels, serving industries such as electronics, healthcare, energy conservation, new energy, and high-end equipment manufacturing [1] Group 2: Financial Performance - In Q1 2025, the company achieved revenue of 623 million yuan, a year-on-year increase of 5.62%, while net profit attributable to shareholders was 44.0032 million yuan, a year-on-year decrease of 42.47% [1] - The decline in net profit is attributed to increased market competition leading to lower product prices and gross margins, alongside higher capital expenditures and R&D investments [2] Group 3: Market Strategy and Future Outlook - The company is focusing on the electronic specialty gas market, which is crucial for semiconductor manufacturing, and plans to accelerate its market positioning to capture more business opportunities [2] - Jin Hong Gas is expanding its overseas business, having signed a gas production project in Thailand and acquired Singapore's CHEM-GAS to enhance its Southeast Asian market presence [3] - The company aims to stabilize revenue through new projects in bulk gas and on-site gas production, while also enhancing product lines in specialty gases through strategic collaborations [3] - In Q1 2025, R&D investment reached 27.734 million yuan, a year-on-year increase of 16.97%, accounting for 4.46% of revenue [3]

Group 1 - The company maintains a positive outlook on the industry's future development, anticipating that the second phase of major on-site gas production projects will contribute additional revenue and profit [1][2] - In the previous year, the company achieved a revenue of 2.1 billion yuan, an increase of 14.6% year-on-year, while net profit attributable to shareholders was 248 million yuan, a decrease of approximately 22.42% [1] - The company's helium business faced sales revenue and gross profit declines due to market fluctuations, leading to pressure on overall profitability [1][2] Group 2 - The company holds a leading position in the domestic integrated circuit manufacturing and semiconductor display sectors, with a market share of 41% in newly built on-site gas production projects [2] - The electronic gas market in China is projected to grow to 18.7 billion yuan in 2023, with a slight recovery expected in 2024, reaching 19.5 billion yuan [2] - The company has developed the "Super-N" series ultra-pure nitrogen production technology, capable of meeting the stringent gas supply requirements of integrated circuit manufacturing [3] Group 3 - The company is the largest domestic supplier of helium, with its helium imports accounting for 13.4% of the national total, supporting key materials for first-tier semiconductor and integrated circuit enterprises [3]

Core Points - The company has announced a cash dividend distribution plan for the fiscal year 2024, approved by the shareholders' meeting on May 15, 2025 [2] - The total number of shares eligible for the dividend distribution is 396,572,394 shares after excluding the repurchased shares [2][3] - The cash dividend is set at 0.80 yuan per 10 shares (including tax), amounting to a total cash distribution of approximately 31,725,791.52 yuan [2][4] Summary by Sections Dividend Distribution Plan - The company will distribute a cash dividend of 0.80 yuan for every 10 shares held, with a total cash dividend amount of 31,725,791.52 yuan based on the adjusted total share count [2][4] - No capital reserve conversion to additional shares or stock bonuses will be implemented [2] Shareholder Information - The record date for the dividend distribution is set for June 6, 2025, and the ex-dividend date is June 9, 2025 [3] - The distribution will be directly credited to shareholders' accounts through their custodial securities companies [3] Taxation Details - Different tax rates will apply for various categories of shareholders, with specific provisions for Hong Kong investors and domestic investors [2][3] - The company will not withhold individual income tax at the time of distribution; tax will be calculated based on the holding period when shares are sold [2][3] Adjustments and Compliance - The company will adjust the minimum selling price for certain shareholders in accordance with the dividend distribution [4] - The company commits to fulfilling its information disclosure obligations regarding any adjustments made [4]

Meeting Details - The sixth session of the Supervisory Board of Jin Hong Gas Co., Ltd. was held on May 23, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1][2] Resolutions Passed - The Supervisory Board approved a proposal to increase the implementation subjects of fundraising projects and to provide interest-free loans from the raised funds to the new implementation subjects, which aligns with the company's operational needs and promotes the smooth execution of fundraising projects [1][2] - The decision was deemed compliant with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [1]

《上 证券代码：688106 证券简称：金宏气体 公告编号：2025-028 转债代码：118038 转债简称：金宏转债 金宏气体股份有限公司 关于总经理离任暨聘任总经理的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、总经理离任情况 （一）提前离任的基本情况 金宏气体股份有限公司（以下简称"公司"）董事会于 2025 年 5 月 23 日收 到总经理金向华先生的书面离任报告，为更好地履行董事长职责，将更多精力投 入到公司战略规划、规范治理等方面，金向华先生申请辞去公司总经理职务。辞 职后，金向华先生仍将继续担任公司第六届董事会董事长，金宏气体（上海）有 限公司（以下简称"上海金宏"）执行董事、总经理，苏州金宏润投资有限公司 （以下简称"金宏润投资"）执行董事。 | | | | 原定 | | 是否继续 | | 是否存在 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 任期 | 离任 | 在上市公 | | | | | | 离任 ...

Core Viewpoint - The company has approved the addition of a new wholly-owned subsidiary, Suzhou Jinhong Logistics Co., Ltd., as the implementation entity for the "New High-end Electronic Special Materials Project" and will provide a loan from the raised funds to support this project [2][5][10] Fundraising Overview - The company has been authorized to issue 10,160,000 convertible bonds at a face value of RMB 100 each, raising a total of RMB 1,016,000,000, with a net amount of RMB 1,004,159,622.64 after deducting issuance costs [2][3] - The funds will be managed in a dedicated account to ensure investor protection and compliance with regulations [2][8] Project Investment Status - As of December 31, 2024, the total investment for the "New High-end Electronic Special Materials Project" is RMB 124,093.66 million, with RMB 100,415.96 million raised and RMB 57,395.05 million already invested, representing 57.16% of the total [4][5] New Implementation Entity - The addition of Jinhong Logistics as a project implementation entity is aimed at enhancing the efficiency of fund usage and ensuring compliance with transportation regulations for hazardous materials [5][6] - The project will not change in terms of total investment, funding allocation, or construction content [5][9] Loan Provision Details - The company will provide a loan of up to RMB 75 million to Jinhong Logistics to support the project, with the loan being interest-free and disbursed based on actual funding needs [6][10] - The loan will be managed under a four-party supervision agreement to ensure proper use of the funds [6][8] Impact on Company Operations - The decision to add a new implementation entity and provide a loan is expected to facilitate the smooth execution of the project without adversely affecting the company's operations or shareholder interests [5][9][10] - The company will adhere to relevant regulations and maintain transparency in fund usage [8][10]

Core Viewpoint - The company has announced its 2024 annual profit distribution plan, which includes a cash dividend distribution to shareholders based on the total share capital [1][2]. Group 1: Profit Distribution Plan - The 2024 annual profit distribution plan was approved at the shareholders' meeting held on May 16, 2025, proposing a total cash dividend of 21.1235 million yuan (including tax) [1]. - The distribution will be based on the existing total share capital of 211,235,000 shares, with a proposed cash dividend of 1.000000 yuan per 10 shares (including tax) [1][2]. - The company will not issue bonus shares or convert capital reserves into share capital as part of this distribution [1]. Group 2: Taxation and Dividend Payment - The company will not withhold individual income tax at the time of distribution; instead, tax will be calculated based on the holding period when shares are transferred [2]. - Different tax rates will apply for overseas investors and domestic investors holding fund shares, with a 10% tax rate for Hong Kong investors [1][2]. Group 3: Key Dates - The record date for the rights distribution is set for May 26, 2025, and the ex-dividend date is May 27, 2025 [2]. Group 4: Adjustment of Parameters - Following the distribution, the company will adjust the grant and repurchase prices of the reserved restricted stock according to the distribution amount, ensuring the adjusted price remains above 1 yuan [2].

Core Viewpoint - The financial performance of Jin Hong Gas Co., Ltd. has been impacted by a significant decline in gross profit margins, particularly in the specialty gas segment, despite an increase in revenue [2][3]. Financial Performance - The company's overall gross profit margin decreased by 36.12% year-on-year, primarily due to a drop in gross margins for both bulk and specialty gas businesses [2]. - In 2024, the gross margin for bulk gas was 31.26%, down by 2.94 percentage points, while the specialty gas gross margin was 27.69%, down by 12.67 percentage points [2]. Sales and Revenue Breakdown - The sales volume and revenue for major products in 2024 were as follows: - Bulk gas: 956,037.01 tons, with a revenue of 97,293.39 million yuan and a gross margin of 31.26% [3]. - Specialty gas: 261,898.03 tons, with a revenue of 96,261.97 million yuan and a gross margin of 27.69% [3]. Specialty Gas Segment Analysis - The decline in specialty gas gross margins was attributed to various factors, including increased production costs and decreased sales prices due to market conditions [6][10]. - Specific products such as ultra-pure ammonia, hydrogen, and nitrous oxide experienced significant gross margin declines, with ultra-pure ammonia's margin dropping by 12.77 percentage points [7][9]. Market Trends and Risks - The specialty gas market is influenced by the semiconductor and photovoltaic industries, which are currently facing challenges such as overcapacity and price declines [11][12]. - Despite the current challenges, the semiconductor market is projected to grow, with a compound annual growth rate (CAGR) of 5.6% expected from 2023 to 2028 [10]. Customer Base and Strategic Initiatives - The company has expanded its customer base, adding 21 new semiconductor clients in 2024 and 16 in the first quarter of 2025 [12]. - Jin Hong Gas is focusing on enhancing its service capabilities and product offerings to meet the evolving needs of its clients in the semiconductor and photovoltaic sectors [14][15].

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, focusing on the significant decline in profit margins despite revenue growth, primarily due to a drop in gross margins in both bulk and specialty gas segments [1][2]. Summary by Sections Gross Margin Analysis - The company's gross margin for bulk gas business in 2024 was 31.26%, down by 2.94 percentage points, while the specialty gas business gross margin was 27.69%, down by 12.67 percentage points [2][3]. - The inquiry requested detailed sales data for 2022, 2023, and 2024, including sales revenue, sales volume, average selling price, and gross margin for both bulk and specialty gases [2]. Specialty Gas Business Challenges - The decline in specialty gas gross margin was attributed to various factors, including increased production costs and market competition, particularly in the photovoltaic sector, which affected demand and pricing [4][5]. - Specific products like ultra-pure ammonia and hydrogen saw significant gross margin declines of 12.77 and 11.00 percentage points, respectively, due to lower selling prices and increased costs [6][7]. Market Trends and Customer Base - The specialty gas market is influenced by the semiconductor and photovoltaic industries, with expected growth in semiconductor materials driven by AI demand, while the photovoltaic sector faces challenges due to overcapacity and price declines [9][10]. - The company has established relationships with major clients in the semiconductor and photovoltaic sectors, including significant new customer acquisitions in 2024 [10][11]. Customer Dynamics - The company’s top five customers have changed significantly over the past three years, with new entrants like Northern Integrated Circuit and Peak View International, reflecting shifts in market demand and customer needs [14][18]. - The sales model primarily involves direct sales to end-users and gas companies, with no significant related party transactions noted [17]. Acquisition Strategy - The company has engaged in multiple equity acquisitions from 2022 to 2024, with a total goodwill of 334 million yuan, indicating a strategic focus on expanding market share and enhancing operational capabilities [20][21].