Jinsanjiang (Zhaoqing) Silicon Material Company Limited Convertible Bond Issuance Prospectus (Revised Draft)

Company Name

Jinsanjiang (Zhaoqing) Silicon Material Company Limited

Stock Abbreviation and Code

Stock Abbreviation: Jinsanjiang
Stock Code: 301059

Address

23 Yingbin Avenue, Zhaoqing High-tech Zone

Sponsor (Lead Underwriter)

2026 Excellence Times Square, North Building, 8 Central Third Road, Futian District, Shenzhen, Guangdong Province

Statement

The China Securities Regulatory Commission and the exchange do not guarantee the authenticity, accuracy, or completeness of the application documents and disclosed information regarding this issuance, nor do they make substantive judgments or guarantees regarding the issuer's profitability, investment value, or investor returns. Any contrary statements are false representations. According to the Securities Law, after securities are legally issued, the issuer is responsible for changes in operations and earnings. Investors should independently assess the issuer's investment value and make their own investment decisions, bearing the investment risks arising from changes in the issuer's operations and earnings or fluctuations in securities prices.

Major Matters Reminder

The company particularly reminds investors to pay full attention to the following major matters and carefully read the relevant sections on risk factors in this prospectus.

Special Risk Reminders

1. Risk of Investment Projects Failing to Achieve Expected Economic Benefits
   The company's construction project for a production base in Malaysia is expected to achieve an annual production capacity of 50,000 tons of silica for toothpaste. The feasibility report predicts an average annual revenue of RMB 503.5414 million and a gross profit margin of 28.75%. Previous projects underperformed mainly due to lower-than-expected gross margins, with actual sales prices being lower than anticipated and raw material costs being higher than historical averages. Increased competition in the toothpaste industry could affect pricing and sales volume.

2. Risk of Increased Depreciation and Amortization
   The large scale of the investment project will lead to an annual increase in depreciation and amortization of RMB 21.1365 million, accounting for 2.38% of expected total revenue and 14.44% of expected net profit. If market conditions worsen or management is inadequate, the project may not achieve expected benefits, leading to a decline in operating performance due to increased depreciation.

3. High Customer Concentration Risk
   Sales to the top five customers accounted for 70.94%, 67.45%, 71.88%, and 68.86% of revenue during the reporting period. The company's main product, silica for toothpaste, is primarily sold to the toothpaste industry, which is dominated by major global players. Changes in demand from major customers could adversely affect the company's operations.

4. Supplier Concentration Risk
   The company sourced a significant portion of its materials from a few suppliers, with the top five accounting for 72.07%, 70.31%, 59.72%, and 55.34% of total purchases. Any fluctuations in the operational status of these suppliers could impact the timely supply of materials.

5. Raw Material Price Fluctuation Risk
   The main raw materials, sodium silicate and concentrated sulfuric acid, are subject to price fluctuations that could adversely affect the company's performance.

6. Performance Decline Risk
   The company's revenue has shown a fluctuating trend, with net profits varying significantly. Future adverse market conditions could lead to substantial declines or losses.

7. Environmental Compliance Risk
   The company must comply with environmental regulations, and failure to adapt to stricter standards could negatively impact operations.

8. Overseas Investment Risks
   The project in Malaysia faces management and operational risks due to differences in legal and business environments.

9. Product Qualification and Certification Risks
   The overseas project requires compliance with local regulations and certifications, which may differ from domestic standards.

10. Capacity Utilization Risks
    The new capacity may not be fully utilized if market expansion does not meet expectations.

11. International Trade and Tariff Risks
    Changes in global trade policies could adversely affect the company's operations.