在项目合规性方面，经比对，本次募投项目不属于《关于进一步引导和规范境外投资方向的指导意见》 中限制类、禁止类对外投资项目，且不涉及商务部和科技部颁布的《中国禁止出口限制出口技术目录》 （2025）的出口管制。 近日，江西耐普矿机股份有限公司会同国金证券等中介机构，对深圳证券交易所《关于江西耐普矿机股 份有限公司申请向不特定对象发行可转换公司债券的第二轮审核问询函》进行了回复。本次问询主要围 绕公司秘鲁年产1.2万吨新材料选矿耐磨备件制造项目展开，涵盖项目备案审批、潜在风险及应对措 施、投资合规性等多个关键方面。 在项目备案与审批进展上，耐普矿机已取得境内相关有权监管部门审批许可，境外建设施工前所需资质 及许可也已全部取得，运营前资质许可正有序推进，预计投产前可全部获取，整体不确定性风险较低。 对于全球经济周期波动和国际贸易摩擦加剧可能带来的不利影响，耐普矿机表示，其选矿备件销售受经 济周期波动影响较小，且项目所在国及主要销售地区政局稳定、对华贸易政策稳定，国际贸易摩擦加剧 风险相对可控。即便如此，若出现极端情形，公司境外经营仍可能面临销售收入下滑、产能闲置、业绩 下滑及运营资金周转效率降低等问题。为此，公司已 ...

Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is applying to issue convertible bonds to raise up to 450 million yuan for a new materials mining wear parts manufacturing project in Peru and to supplement working capital [2][8]. Financial Matters - The total amount to be raised from the issuance of convertible bonds is capped at 450 million yuan, which will be used for a project in Peru with an annual production capacity of 12,000 tons of new materials mining wear parts and to supplement working capital [2][3]. - The project will leverage Peru's geographical advantages to serve markets in Chile, Mexico, Colombia, and Ecuador, where there is a strong demand for mining wear parts [2][3]. - The expected sales revenue for the Peru subsidiary in 2024 is projected to be 505.55 million yuan, with an estimated gross margin of 40.67% [2][3]. - The average gross margin for overseas mining rubber wear parts during the reporting period was 47.49% [2][3]. Project Delays and Financial Status - The previous fundraising for the Chile marketing service center project has reached 100.02% usage, but the project completion date has been extended from February 2022 to February 2027 due to lengthy approval processes [2][3]. - The Chile project has also been delayed from June 2024 to December 2025 due to complex local government approvals [2][3]. - As of the end of the reporting period, the company's cash balance was 532.55 million yuan [2][3]. Financing Necessity - The company has calculated a funding gap of 767.41 million yuan over the next three years, necessitating the issuance of convertible bonds to alleviate financial pressure and support project development [8][9]. - The financing will help maintain a healthy debt structure, as the company's debt-to-asset ratio was 36.07% at the end of the reporting period, and the issuance of convertible bonds is expected to keep this ratio stable [8][9]. Sales Performance in Latin America - The company has seen significant growth in sales in Latin America, with revenues increasing from 7.59 million yuan in 2022 to 17.73 million yuan in 2024, reflecting a compound annual growth rate of 52.89% [10][11]. - The share of Latin American sales in total revenue rose from 10.14% to 19.70% during the reporting period, indicating the region's growing importance to the company's overall business [10][11]. - The main products sold in Latin America are mining wear parts, with sales revenue for these products increasing significantly during the reporting period [11][12]. Customer Development - The company has successfully expanded its customer base in Latin America, increasing the number of customers from 23 at the beginning of 2022 to 51 by March 2025, a growth of 121.74% [12][13]. - The revenue contribution from new customers has also increased, demonstrating effective customer acquisition strategies [12][13].