Group 1: Industry Overview - The construction ceramics industry is experiencing a shift from an incremental growth phase to a competitive environment with a focus on quality development, driven by urbanization and renovation demands [2] - As of the end of 2024, there are 993 enterprises in the construction ceramics industry, with an exit rate of 11.75% in 2023, indicating a consolidation trend [2] - The market remains fragmented, presenting both opportunities and challenges for mergers and acquisitions [2] Group 2: Company Performance - The company has observed a decline in gross profit margin due to factors such as scale effects, capacity utilization, and market price fluctuations [3] - Price reductions in the first half of the year were primarily due to strategic pricing adjustments to support distributors and maintain market confidence [4] - The company is focusing on product innovation and operational efficiency to counteract price declines and improve overall performance [4] Group 3: Digital Transformation - The company is advancing its digital transformation strategy, extending digital applications from production to marketing, design, delivery, and service [5] - By leveraging digital tools, the company aims to optimize production planning, enhance efficiency, and ensure product quality [5] - The company has been recognized as an advanced intelligent factory in Guangdong Province, reflecting its commitment to innovation [5] Group 4: Market Outlook - Despite recent adjustments in the real estate market, there remains significant demand in the domestic property market, which is expected to support the ceramics industry [6] - The market share of leading ceramic companies is still relatively low, indicating potential for growth through continuous product innovation and service enhancement [6] - The company is considering its convertible bond balance of over 300 million and will evaluate the possibility of adjusting the conversion price based on various factors [7]

Core Points - Mona Lisa Group Co., Ltd. will pay the fourth-year interest on its convertible bonds, "Mona Convertible Bonds," on August 18, 2025, at a rate of 15.00 CNY per 10 bonds, which includes tax [1][4] - The coupon rates for the "Mona Convertible Bonds" are structured to increase over the years, starting from 0.30% in the first year to 2.00% in the sixth year [1][2] - The total issuance of the convertible bonds was 11.6893 million bonds, with a total value of 1.16893 billion CNY, approved by the China Securities Regulatory Commission [1][2] Bond Payment Details - The interest payment period for the current year is from August 16, 2024, to August 15, 2025, with a coupon rate of 1.50% for this period [3][4] - The interest calculation formula is defined as I = B × i, where I is the annual interest, B is the total face value of the bonds held, and i is the coupon rate for the year [2][3] - The payment of interest will be made through the China Securities Depository and Clearing Corporation Limited, which will distribute the funds to the designated securities firms [5] Taxation Information - Individual bondholders are subject to a 20% withholding tax on the interest income, which will be deducted by the payment agency [4][5] - Qualified foreign institutional investors (QFII and RQFII) are exempt from corporate income tax and value-added tax on the interest income from these bonds [5][6] - Other bondholders are responsible for paying their own tax on the interest income [6]

Group 1 - The company announced changes to its registered capital and internal governance structure during the 13th meeting of the fourth board of directors held on July 29, 2025 [2][3] - The registered capital will be reduced from RMB 415,179,242 to RMB 408,806,329 due to the cancellation of 6,379,004 shares previously repurchased for employee stock ownership plans [2][3] - The company will amend its articles of association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors [2][3][4] Group 2 - The company issued RMB 1,168.93 million of convertible bonds on August 16, 2021, which began trading on September 16, 2021, with a conversion period from February 21, 2022, to August 15, 2027 [1] - The changes in the articles of association include the adjustment of the registered capital and the roles of the legal representative, now designated as the director elected by the board [3][4] - The company will ensure compliance with the latest regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange in its governance practices [2][3][4]

Overview of the Convertible Bond Issuance - Monalisa Group Co., Ltd. has approved the issuance of convertible bonds with a total scale not exceeding 116,893 million RMB, equivalent to 1,168.93 million bonds at a face value of 100 RMB each [2][3] - The bonds will be listed on the Shenzhen Stock Exchange and have a maturity period of 6 years from the issuance date [3][4] - The coupon rate will be determined based on market conditions and company specifics, with annual interest payments [3][4] Financial Performance - For the fiscal year 2024, Monalisa reported a net profit of 12,496.18 million RMB, a decrease of 53.06% year-on-year, primarily due to intensified market competition and a decline in sales and prices [12][14] - The company's total revenue for 2024 was 463,083.71 million RMB, down 21.79% from the previous year [14] - The total assets decreased by 20.47% to 771,023.15 million RMB, while the net assets fell by 3.56% to 333,340.88 million RMB [14][15] Use of Proceeds from Bond Issuance - The net proceeds from the bond issuance will be allocated to various investment projects, with a total planned investment of 128,893 million RMB [11] - The company has decided to change the use of some funds from the "Digital Management System and Smart Warehouse Construction Project" to permanently supplement working capital due to reduced necessity for the project [16][23] Credit Rating - The issuer's credit rating is AA- with a stable outlook, as assessed by Zhongjian Pengyuan Credit Rating Co., Ltd. [11][21] Bondholder Rights and Conditions - The bondholders have the right to sell back their bonds to the company under certain conditions, such as if the stock price falls below 70% of the conversion price during the last two interest years [10][19] - The conversion price for the bonds has been adjusted to 20.00 RMB per share, effective from November 1, 2024, due to market conditions [24]

Core Viewpoint - The company has made adjustments to the conversion price of its convertible bonds, "蒙娜转债," based on various corporate actions such as stock dividends, capital increases, and cash distributions [1][2][3][4][5][6][7][8]. Summary by Sections Convertible Bond Issuance and Price Adjustment Mechanism - The company issued 11.6893 million convertible bonds on August 16, 2021, with an initial conversion price of 27.20 CNY per share [1]. - The conversion price is subject to adjustments based on stock changes due to stock dividends, capital increases, and cash distributions, following specific formulas outlined in the bond issuance prospectus [1][2]. Historical Adjustments to Conversion Price - The conversion price was adjusted from 27.20 CNY to 27.07 CNY effective September 24, 2021, due to stock incentives [2]. - Further adjustments occurred, reducing the conversion price to 26.92 CNY on February 16, 2022, and to 26.63 CNY on an unspecified date in 2022, reflecting additional stock incentives and cash dividends [3][4]. - The conversion price was adjusted to 26.75 CNY on October 26, 2022, and to 26.72 CNY on December 30, 2022, due to further stock incentives [5][6]. - The conversion price was further reduced to 26.57 CNY on June 14, 2023, following a cash dividend distribution [6]. - The latest adjustment set the conversion price to 26.27 CNY, effective after a cash dividend distribution on an unspecified date in 2024 [7]. - A significant downward adjustment to 20.00 CNY was approved by the board on October 31, 2024, effective November 1, 2024, following the annual profit distribution plan [8]. Current Conversion Price - The current conversion price for "蒙娜转债" is set at 19.80 CNY per share, effective from 2025, after accounting for the latest cash dividend distribution [8].

债券代码：127044 债券简称：蒙娜转债 证券代码：002918 证券简称：蒙娜丽莎 公告编号：2025-041 根据中国证券监督管理委员会《上市公司证券发行注册管理办法》《公司债券发行与 交易管理办法》和《深圳证券交易所公司债券上市规则》的相关规定，蒙娜丽莎集团股份 有限公司（以下简称"公司"）委托信用评级机构中证鹏元资信评估股份有限公司（以下 简称"中证鹏元"）对公司公开发行的可转换公司债券（以下简称"蒙娜转债"）进行了 跟踪评级。 中证鹏元在对公司经营状况及相关行业进行综合分析与评估的基础上，于 2025 年 6 月 18 日出具了《2021 年蒙娜丽莎集团股份有限公司公开发行可转换公司债券 2025 年跟 踪评级报告》（中鹏信评【2025】跟踪第【233】号 01），公司主体信用等级为 AA?，评 级展望为稳定，本期债券的信用等级为 AA-。本次评估结果较上次没有变化。 中证鹏元出具的《2021 年蒙娜丽莎集团股份有限公司公开发行可转换公司债券 2025 年跟踪评级报告》详见同日公司在巨潮资讯网（http://www.cninfo.com.cn）披露的文件。 特此公告。 蒙娜丽莎集团股份有限公司董事 ...

Core Viewpoint - Mona Lisa Group Co., Ltd. will implement the 2024 annual equity distribution, leading to a temporary suspension of the conversion of its convertible bonds from June 18, 2025, until the first trading day after the equity registration date for the distribution [1][2]. Group 1 - The convertible bond code is 127044, and the bond name is Mona Convertible Bond [1]. - The conversion period for the bonds is from February 21, 2022, to August 15, 2027 [1]. - The suspension of conversion will occur from June 18, 2025, until the equity registration date for the 2024 annual distribution [1][2]. Group 2 - The bondholders should be aware that the convertible bonds will continue to trade normally during the suspension period [2]. - The adjustment of the conversion price will be based on specific formulas outlined in the bond issuance prospectus, considering factors such as stock dividends, capital increases, and cash distributions [2][3]. - The company will announce any adjustments to the conversion price and the suspension period through designated media, ensuring transparency and protection of bondholders' rights [3].

Core Viewpoint - Mona Lisa Group has decided not to adjust the conversion price of its convertible bonds despite triggering conditions for a downward adjustment, reflecting confidence in the company's long-term stability and value [6]. Group 1: Convertible Bond Overview - The company issued convertible bonds amounting to 1.16893 billion yuan on August 16, 2021, with the bond code 127044 [1]. - The initial conversion price was set at 27.07 yuan per share, which has undergone several adjustments since its issuance [2][3]. Group 2: Price Adjustment History - The conversion price has been adjusted multiple times, with the latest adjustment setting it at 20.00 yuan per share effective from November 1, 2024 [4]. - The conversion price was adjusted downwards from 26.63 yuan to 26.20 yuan in various steps between 2022 and 2024 [3][4]. Group 3: Downward Adjustment Clause - The company has a clause allowing for a downward adjustment of the conversion price if the stock price remains below 85% of the conversion price for 15 out of 30 consecutive trading days [5]. - The board has the authority to propose adjustments, which require a two-thirds majority approval from shareholders [5]. Group 4: Recent Board Decision - On May 26, 2025, the board decided not to proceed with a downward adjustment of the conversion price, despite the conditions being met, and will reassess the situation in six months [6].

Group 1 - The board of directors of Mona Lisa Group held its tenth meeting of the fourth session on May 26, 2025, with all nine directors present, ensuring compliance with legal and regulatory requirements [1][2] - The board decided not to lower the conversion price of the "Mona Convertible Bond" and will reassess this decision in six months, starting from November 27, 2025 [1][2] - The voting results for the decision were unanimous, with all nine votes in favor and no opposition or abstentions [2]

Group 1 - The company announced the conversion situation of its convertible bonds for the first quarter of 2025, ensuring the accuracy and completeness of the information disclosed [1] - The company issued 11,689,300 convertible bonds at a total amount of 1,168.93 million yuan, with a face value of 100 yuan per bond [1][2] - The initial conversion price of the convertible bonds was set at 27.20 yuan per share, which was adjusted to 27.07 yuan per share due to the implementation of the restricted stock incentive plan [3][4] Group 2 - The conversion price was further adjusted to 26.92 yuan per share after the exercise of stock options, and then to 26.63 yuan per share following the 2021 profit distribution plan [4][5] - The conversion price was adjusted to 26.75 yuan per share after the termination of the restricted stock incentive plan [6] - As of March 31, 2025, the remaining number of convertible bonds was 3,371,194, with a total share capital of 415,185,333 shares [9]