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星源卓镁: 国投证券股份有限公司关于宁波星源卓镁技术股份有限公司向不特定对象发行可转换公司债券之发行保荐书(2025年一季度财务数据更新版)
Zheng Quan Zhi Xing· 2025-08-14 07:01
Core Viewpoint - The company Ningbo Sinyuan Zm Technology Co., Ltd. is issuing convertible bonds to unspecified objects, with the underwriting and sponsorship provided by Guotou Securities Co., Ltd. [1] Group 1: Basic Information about the Issuer - The issuer, Ningbo Sinyuan Zm Technology Co., Ltd., was established on July 16, 2003, and is listed on the Shenzhen Stock Exchange under the stock code 301398 since December 15, 2022 [4][5] - The registered capital of the company is 112 million yuan, and its main business includes the research and development, production, and sales of magnesium and aluminum alloy precision die-casting products [4][5] - The company’s major products are used in automotive applications, including components for display systems, seats, powertrains, and lighting [5][6] Group 2: Shareholding Structure - As of March 31, 2025, the total share capital of the company is 80 million shares, with 70.13% being restricted shares and 29.88% being unrestricted shares [4] - The largest shareholder is Ningbo Yuansxingxiong Holdings Co., Ltd., holding 60.41% of the shares [6][7] Group 3: Financial Performance - The company reported total assets of 124,876.12 million yuan and total liabilities of 12,491.81 million yuan as of the latest financial statement [9] - For the first quarter of 2025, the company achieved a total revenue of 8,833.78 million yuan and a net profit of 1,693.95 million yuan [9][10] - The average distributable profit over the last three years is 72.21 million yuan, sufficient to cover the interest on the bonds being issued [16][18] Group 4: Bond Issuance Details - The company plans to use the proceeds from the bond issuance for a project to produce 3 million sets of high-strength magnesium alloy precision forming parts for automotive applications [17] - The bond issuance has been approved by the company's board and shareholders, and it complies with relevant laws and regulations [15][16] Group 5: Compliance and Governance - The company has established a sound corporate governance structure, including a board of directors and supervisory board, and adheres to legal and regulatory requirements [19][21] - The internal control systems are effective, and the financial statements have been audited without reservations for the past three years [22][23]
星源卓镁: 北京德恒律师事务所关于宁波星源卓镁技术股份有限公司申请向不特定对象发行可转换公司债券的补充法律意见书(一)
Zheng Quan Zhi Xing· 2025-08-14 04:13
Core Viewpoint - Ningbo Xingyuan Zhuomei Technology Co., Ltd. is issuing convertible bonds to unspecified objects, with legal opinions and reports provided by Beijing Deheng Law Firm to ensure compliance with relevant laws and regulations [1][2][3]. Group 1: Company Overview - The main business of the company includes the research, production, and sales of magnesium alloy and aluminum alloy precision die-casting products and supporting die-casting molds [4][5]. - The company operates in the non-ferrous metal casting industry, specifically under the metal products industry category [4]. Group 2: Project Details - The fundraising project aims to produce 3 million sets of high-strength large magnesium alloy precision forming parts, primarily for the automotive sector, including components for new energy vehicles [7][8]. - The project is categorized as "encouraged" under national industrial policies, focusing on lightweight materials for automotive applications [7][8]. Group 3: Compliance and Regulatory Aspects - The project does not fall under obsolete or restricted industries and complies with national industrial policies [8][12]. - The project has met local energy consumption dual control requirements and has obtained the necessary energy-saving review opinions [19][20]. - The project has undergone the required environmental impact assessment and received approval from the relevant environmental authorities [22].