Listing Announcement of Convertible Corporate Bonds Issued by Zhejiang Tiantai Xianghe Industrial Co., Ltd. to Unspecified Objects

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Stock abbreviation: Xianghe Industrial Stock code: 603500
(Address: No. 799 Renmin East Road, Chicheng Street, Tiantai County, Taizhou City, Zhejiang Province)

Sponsor (Lead Underwriter):
China International Capital Corporation Limited

March 2026

Section 1: Important Statements and Reminders

Tiantai Xianghe Industrial Co., Ltd. (hereinafter referred to as “Xianghe Industrial,” “Issuer,” “Company,” or “This Company”)'s entire board of directors and senior management guarantee the authenticity, accuracy, and completeness of the listing announcement, and promise that the listing announcement contains no false records, misleading statements, or major omissions, and bear individual and joint legal responsibilities.

In accordance with the “Company Law of the People’s Republic of China” (“Company Law”), the “Securities Law of the People’s Republic of China” (“Securities Law”) and other relevant laws and regulations, the company’s directors and senior management have fulfilled their duties of integrity and diligent responsibility according to law.

Opinions from the China Securities Regulatory Commission (“CSRC”), Shanghai Stock Exchange (“SSE”), and other government agencies regarding the listing of the company’s convertible corporate bonds and related matters do not constitute any guarantee of the company.

The company reminds investors to pay attention: for any content not covered in this listing announcement, please refer to the announcement published on the designated website of the Shanghai Stock Exchange on February 27, 2026 (URL).

Unless otherwise specified, the abbreviations or terms in this listing announcement have the same meanings as those in the company’s offering memorandum for convertible bonds.

Section 2: Overview

  1. Abbreviation of Convertible Bonds: Xianghe Convertible Bonds
  2. Bond code: 113701
  3. Issue amount: 400 million yuan (4 million bonds)
  4. Listing amount: 400 million yuan (4 million bonds)
  5. Listing venue: Shanghai Stock Exchange
  6. Listing date: March 26, 2026
  7. Duration of bonds: March 3, 2026, to March 2, 2032 (if it falls on a statutory holiday or rest day, extended to the next trading day; interest during extension period not accrued).
  8. Conversion period: September 9, 2026, to March 2, 2032 (if it falls on a statutory holiday or rest day, extended to the next trading day; interest during extension period not accrued).
  9. Interest payment date: Annually, on the anniversary of the bond issuance date. If it falls on a holiday or rest day, it is postponed to the next trading day, with no additional interest during the postponement. Each two consecutive interest payment dates define one interest accrual year.
  10. Bond registration agency: China Securities Depository and Clearing Co., Ltd., Shanghai Branch.
  11. Sponsor (Lead Underwriter): China International Capital Corporation Limited.
  12. Guarantee status: The bonds are unsecured.
  13. Credit rating and rating agency: Rated A+ by China Chengxin PENGYUAN Credit Rating Co., Ltd., with a stable outlook. The issuer’s credit rating is also A+. During the bond’s life, China Chengxin PENGYUAN will conduct periodic or aperiodic tracking ratings and issue follow-up reports.

Section 3: Introduction

This listing announcement is prepared in accordance with the “Company Law,” “Securities Law,” “Administrative Measures for Sponsoring Business of Securities Issuance and Listing,” “Regulations on the Registration of Securities Issuance by Listed Companies,” “Stock Listing Rules of the Shanghai Stock Exchange,” and other relevant laws and regulations.

With the approval of the CSRC (Approval No. 〔2026〕27), the company issued 4 million convertible bonds with a face value of 100 yuan each on March 3, 2026, totaling 400 million yuan.

The issuance method involved: prior to the issuance, the original shareholders registered with China Securities Depository and Clearing Co., Ltd., Shanghai Branch, on the stock registration date (March 2, 2026, T-1), received priority allotment. The remaining balance (including the portion waived by original shareholders) was offered to the public via the SSE trading system. Under-subscription will be underwritten by the lead underwriter.

The SSE approved the bonds to be listed on March 26, 2026, under the abbreviation “Xianghe Convertible Bonds” with code “113701.”

Investors can access the designated website of the SSE for details.

Section 4: Issuer Overview

  1. Basic Information
  • Name: Zhejiang Tiantai Xianghe Industrial Co., Ltd.
  • English Name: Zhejiang Tiantai Xianghe Industrial Co., Ltd.
  • Address: No. 799 Renmin East Road, Chicheng Street, Tiantai County, Zhejiang Province
  • Postal Code: 317200
  • Phone: 0576-83966128
  • Fax: 0576-83966988
  • Website: www.ttxh.com.cn
  • Email: ttxhsy@ttxh.com.cn
  • Stock abbreviation: Xianghe Industrial
  • Stock code: 603500
  • Listing exchange: SSE
  • Unified Social Credit Code: 91331000148051410B
  1. Business Scope:
    Permitted projects include manufacturing of railway transportation infrastructure (subject to approval), and general projects include sales of railway transportation equipment, high-speed rail equipment and parts, urban rail transit equipment, electronic components, electronic materials, and related R&D, import/export, and other activities as permitted by law.

  2. Historical Development:

  • Established as “Tiantai Rubber Factory” in 1997, renamed “Tiantai Xianghe Industrial Co., Ltd.” in 1997, with registered capital of 15 million yuan.
  • The company has evolved through multiple capital increases, shareholding adjustments, and corporate restructuring, including IPO in 2017, with subsequent capital increases via private placements, share buybacks, and other corporate actions, reaching a total registered capital of approximately 332.8 million yuan as of June 30, 2025.
  1. Main Business and Products:
  • Main business includes R&D, manufacturing, and sales of rail transit products, electronic components, high-performance modified materials, and UAV components.
  • The rail transit segment covers rail fasteners, comprehensive track inspection devices, and related non-metallic parts, with products certified by CRCC and involved in national standards development.
  • Electronic components include rubber seals, bases, and covers for aluminum electrolytic capacitors, widely used in aerospace, automotive, electronics, and military fields.
  • High-performance modified materials include engineering plastics and EVA foam particles, used in high-speed rail, automotive, medical, and footwear industries.
  • UAV components are lightweight, high-strength materials suitable for high-end drones.
  1. Market Position:
  • The company has a long history and strong qualifications in the rail fastener industry, with participation in national standards and certifications, maintaining a leading position domestically.
  • In electronic components, the company is among the earliest domestic producers of rubber seals and bases for aluminum electrolytic capacitors, with long-term partnerships with major global capacitor companies.
  • In high-performance materials, the company has advanced R&D capabilities, especially in modified nylon and EVA foam, with significant advantages in performance stability and cost control.

Section 5: Share Capital and Major Shareholders

  1. Pre-issuance Share Structure:
    As of June 30, 2025, total shares: approximately 334.78 million, with adjustments for restricted shares and buybacks.

  2. Top 10 Shareholders:
    Details provided as of June 30, 2025.

  3. Controlling Shareholder and Actual Controller:

  • Controlling shareholder: Mr. Tang Youqian, holding about 89.92 million shares (26.86%).
  • The family of Mr. Tang Youqian controls about 52.56% of the total shares, with members including his spouse, children, and related entities acting in concert.

Section 6: Issuance and Underwriting

  • Total funds raised: 400 million yuan, via issuance of 4 million bonds at 100 yuan each.
  • Priority to original shareholders: 362.49 million bonds (90.62%).
  • Public subscription: 36.8 million bonds (9.2%).
  • Underwriter’s overall underwriting: 714 bonds (0.18%).
  • The funds are deposited into a designated account after deduction of issuance costs, with verification by auditors.

Section 7: Issuance Terms

  • Approval: Approved by the company’s board and shareholders’ meeting, with extended validity.
  • Bond type: Convertible bonds.
  • Term: 6 years, from March 3, 2026, to March 2, 2032.
  • Face value: 100 yuan per bond.
  • Coupon rates: Year 1: 0.2%; Year 2: 0.4%; Year 3: 0.8%; Year 4: 1.5%; Year 5: 2.0%; Year 6: 2.5%.
  • Conversion period: September 9, 2026, to March 2, 2032.
  • Use of proceeds: To be used for specified projects, with flexibility for adjustments based on actual needs and progress.

Section 8: Credit and Guarantee

  • Rating: A+ by China Chengxin PENGYUAN, with stable outlook.
  • Guarantee: Unsecured.
  • Recent bond issuance and repayment: No defaults or delays in the past three years.
  • Credit reputation: No significant defaults with major clients in recent years.

Section 9: Debt Repayment Measures

  • The company will make timely interest and principal payments according to the schedule.
  • Financial indicators show strong liquidity and reasonable debt structure, supporting repayment capacity.
  • The company’s assets and liabilities will expand with proceeds, further strengthening financial position.

Section 10: Financial Accounting

  • Audited financial statements for 2022-2024 by Tianjian Certified Public Accountants with unqualified opinions.
  • Key financial data and ratios are provided, including liquidity, profitability, and leverage metrics, demonstrating healthy financial status.

Section 11: Credit Evaluation and Guarantees

  • The bonds are rated A+ with stable outlook, no guarantees provided.
  • No bond defaults or delays in recent years.
  • The company maintains good commercial reputation.

Section 12: Debt Repayment Measures

  • The company will adhere to legal and contractual obligations for debt repayment, with ongoing monitoring of financial health and market conditions.

Section 13: Dispute Resolution

  • Disputes related to the trust management agreement will be first negotiated; if unresolved, arbitration at the China International Economic and Trade Arbitration Commission will be pursued.

Section 14: Conversion and Dividend Rights

  • Shares issued upon conversion will have equal rights with existing shares, including dividend rights.

Section 15: Guarantee

  • The bonds are unsecured.

Section 16: Validity of Issuance Plan

  • The plan is valid for 12 months from approval, with extensions as permitted by law and regulations.

Section 17: Credit and Guarantee Status

  • The bonds are rated A+; no guarantees are provided.
  • No bond defaults in recent years.
  • The company’s credit standing is stable.

Section 18: Debt Repayment Assurance

  • The company will ensure timely repayment based on the scheduled maturity and interest payment plan, supported by healthy financial indicators and ongoing monitoring.
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