Stock Abbreviation: Jinsanjiang
Stock Code: 301059
Jinsanjiang (Zhaoqing) Silicon Material Co., Ltd.
(No. 23, Yingbin Avenue, Zhaoqing High-tech Zone)
Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Qualified Investors
Sponsor (Lead Underwriter)
CITIC Securities Company Limited
North Tower, Excellence Times Plaza (Phase II), No. 8 Center 3rd Road, Futian District, Shenzhen, Guangdong Province
June 2026
Statement
Any decision or opinion made by the China Securities Regulatory Commission (CSRC) or the stock exchange regarding this issuance does not constitute a guarantee of the authenticity, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false and misleading representation.
According to the Securities Law, after the securities are issued in accordance with the law, the issuer is solely responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks arising from changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Major Matters Notice
The company specifically reminds investors to pay full attention to the following major matters and to carefully read the relevant risk factor sections in this prospectus.
I. Special Risk Warnings
(I) Risk of Failure to Achieve Expected Economic Benefits of the Fund-raising Project
The company's Malaysia production base construction project will form an overseas annual production capacity of 50,000 tons of silica for toothpaste upon completion and reaching full production. According to the feasibility study report, the project is expected to achieve an average annual operating income of 503.5414 million yuan, a gross profit margin of 28.75%, and an after-tax internal rate of return of 17.32% after reaching full production within the forecast period.
The failure of the company's previous fund-raising projects to meet expectations was mainly due to the gross profit margin falling short of expectations. On one hand, the projected average product sales price was higher than the actual price; on the other hand, the actual average procurement price of major raw materials was far higher than the average procurement price during the IPO reporting period (2017 to 2019). The products of this fund-raising project are mainly aimed at toothpaste manufacturers. If competition in the toothpaste industry intensifies in the future, leading to a decline in the sales price of silica for toothpaste, or if there are major changes in customer demand structure, it may affect the market pricing and sales scale of the project's products. Since 2022, the price of sodium silicate, the company's main raw material, has shown a downward trend. If raw material prices rise significantly in the future, leading to an increase in production costs, it will have an adverse impact on the gross profit margin and expected returns of this project. At the same time, if the company's progress in silica-related technology research and development and process upgrades falls short of expectations, it may lead to insufficient product performance competitiveness, thereby affecting customer expansion and revenue growth. The above factors may all lead to the failure of the fund-raising project to achieve expected economic benefits.
(II) Risk of Increased Depreciation and Amortization from the Fund-raising Project
The investment scale of this fund-raising project is relatively large and mainly consists of capital expenditures. After the project enters a stable period, the annual new depreciation and amortization amount will be 21.1365 million yuan, accounting for 2.38% of the projected total operating income and 14.44% of the projected total net profit. This project has a certain construction period. If major adverse changes occur in the future market environment or if the project is poorly managed, causing product prices or gross profit margins to fall short of expectations after production, the company faces the risk of a decline in operating performance due to increased depreciation and amortization expenses.