Ningbo Menohua Pharmaceutical Co., Ltd.’s last reminder announcement on the implementation of the redemption and delisting of “Meino Convertible Bonds”
Securities code: 603538 Securities abbreviation: Minova Announcement number: 2026-056 Convertible bond code: 113618 Convertible bond abbreviation: Minova convertible bonds
Ningbo Menohua Pharmaceutical Co., Ltd.
The last indicative announcement regarding the implementation of the redemption and delisting of "Meino Convertible Bonds"
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content reminder:
Redemption registration date: May 7, 2026
Redemption price: 100.6247 yuan/piece
Redemption payment date: May 8, 2026
Last trading day: April 29, 2026
After the market closes on April 29, 2026, "Meino Convertible Bonds" will cease trading.
Last transfer date: May 7, 2026
As of the market close on May 6, 2026, there is only one trading day left until May 7, 2026 (the last conversion day of "Meino Convertible Bonds"). May 7 is the last conversion day of "Meino Convertible Bonds"
After this early redemption is completed, "Meino Convertible Bonds" will be delisted from the Shanghai Stock Exchange starting from May 8, 2026
Since "Meino Convertible Bonds" have stopped trading, if the convertible bonds held by investors are not converted within the specified time limit at the conversion price of 21.28 yuan/share, they will be forcibly redeemed at a par price of 100 yuan/piece plus current accrued interest of 0.6247 yuan/piece (i.e. 100.6247 yuan/piece). If forced to redeem, you may face large investment losses.
"Meino Convertible Bonds" have stopped trading, and holders of "Meino Convertible Bonds" are reminded to pay attention to converting shares within the time limit.
The closing price of the stock of Ningbo Minova Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or the "Company") in 15 of the 16 consecutive trading days from March 20, 2026 to April 13, 2026 was not less than 130% (27.66) of the current conversion price of 21.28 yuan/share of the "Ningbo Minova Pharmaceutical Co., Ltd.'s public issuance of convertible corporate bonds" (hereinafter referred to as the "Minova Convertible Bonds"). yuan/share). According to the provisions of the "Prospectus for the Public Issuance of Convertible Corporate Bonds by Ningbo Menohua Pharmaceutical Co., Ltd." (hereinafter referred to as the "Prospectus"), the "conditional redemption clause" of the "Meino Convertible Bonds" has been triggered.
The 25th meeting of the fifth session of the Board of Directors of the company reviewed and approved the "Proposal on Early Redemption of "Meino Convertible Bonds"" and decided to exercise the right of early redemption of "Meino Convertible Bonds" and redeem all "Meino Convertible Bonds" registered on the "Redemption Registration Date". For details, please refer to the "Announcement of Ningbo Minova Pharmaceutical Co., Ltd. on the Early Redemption of "Minova Convertible Bonds"" disclosed by the company on the Shanghai Stock Exchange website www.sse.com.cn on April 14, 2026 (announcement number: 2026-029).
In accordance with the relevant provisions of the "Administrative Measures for the Issuance of Securities by Listed Companies", "Administrative Measures for Convertible Corporate Bonds", "Stock Listing Rules of the Shanghai Stock Exchange" and the company's "Prospectus", the company announces the redemption-related matters to all holders of "Meino Convertible Bonds" as follows:
1. Conditional Redemption Terms
According to the provisions of the Prospectus, during the conversion period of the convertible corporate bonds issued this time, when any of the following circumstances occurs, the company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the bond's face value plus the current accrued interest:
a. During the conversion period of the convertible corporate bonds issued this time, if the closing price of the company's stock on at least fifteen trading days out of thirty consecutive trading days is not less than 130% (including 130%) of the current conversion price; b. When the unconverted balance of the convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula for current accrued interest is: IA=B×i×t/365
IA: refers to the current accrued interest;
B: refers to the total par amount of the convertible corporate bonds to be redeemed held by the holders of the convertible corporate bonds issued this time;
i: refers to the current year’s coupon rate of convertible corporate bonds;
t: refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest payment date to the redemption date of this interest accrual year (the beginning is not counted).
If the conversion price is adjusted within the aforementioned thirty trading days, the conversion price and closing price before the adjustment will be used for calculation on the trading day before the adjustment, and the conversion price and closing price after the adjustment will be used for the calculation on the trading day after the adjustment.
2. Matters related to the conditional redemption of the convertible bonds
(1) Triggering of redemption conditions
The closing price of the company's stock on 15 of the 16 consecutive trading days from March 20, 2026 to April 13, 2026 was no less than 130% (27.66 yuan/share) of the current conversion price of "Amino Convertible Bonds" of 21.28 yuan/share. According to the relevant provisions of the Prospectus, the "conditional redemption clause" of the "Meino Convertible Bonds" has been triggered.
(2) Redemption registration date
The objects of this redemption are all holders of the "Meno Convertible Bonds" registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "Zhongdeng Shanghai Branch") after the market closes on May 7, 2026.
(3) Redemption price
According to the agreement on early redemption in the Prospectus, the redemption price is 100.6247 yuan/piece, and the calculation process is as follows:
The calculation formula for current accrued interest is: IA=B×i×t/365
IA: refers to the current accrued interest;
B: refers to the total par amount of the convertible corporate bonds to be redeemed held by the holders of the convertible corporate bonds issued this time;
i: refers to the current year’s coupon rate of convertible corporate bonds;
t: refers to the number of interest accrual days, that is, the actual number of calendar days (not counting the beginning and the end) from the last interest payment date (January 14, 2026) to the redemption date of this interest accrual year (May 8, 2026), a total of 114 days. The accrued interest for the current period is: IA=B×i×t/365=100×2.0%×114/365=0.6247 yuan/piece Redemption price = face value of convertible bonds + accrued interest for the current period=100+0.6247=100.6247 yuan/piece
(4) Redemption procedure
The company will disclose an indicative announcement on the redemption of "Meino Convertible Bonds" as required before the end of the redemption period, and notify the holders of "Meino Convertible Bonds" of various matters related to this redemption.
When the company decides to execute all redemptions, all "Meino Convertible Bonds" registered with Zhongdeng Shanghai Branch from the trading day following the redemption registration date will be frozen.
After the redemption is completed, the company will announce the results of the redemption and the impact of the redemption on the company on the media designated by the China Securities Regulatory Commission.
(5) Redemption payment date: May 8, 2026
The company will entrust Zhongdeng Shanghai Branch to distribute redemption funds through its fund clearing system to holders who are registered on the redemption date and have handled designated transactions at each member unit of the Shanghai Stock Exchange, and at the same time write down the corresponding amount of "Meino Convertible Bonds" of the holders. Investors who have completed all designated transactions can receive the redemption funds at their designated securities business department on the issuance date. The redemption funds of investors who have not completed designated transactions will be temporarily kept by Zhongdang Shanghai Branch and will be distributed after the designated transactions are completed.
(6) Transactions and share transfers
After the market closes on April 29, 2026, trading of "Meino Convertible Bonds" will cease. After the market closes on May 6, 2026, there will be only one trading day left until May 7, 2026 (the last conversion day of "Meino Convertible Bonds"), and May 7 is the last conversion day of "Mino Convertible Bonds".
(7) Delisting
Starting from May 8, 2026, the Company's "Meino Convertible Bonds" will be delisted from the Shanghai Stock Exchange.
(8) Explanation on bond interest income tax
- Instructions for individuals to pay corporate bond interest income tax
According to the provisions of the "Individual Income Tax Law of the People's Republic of China" and other relevant tax regulations and documents, individual investors of the company's convertible bonds (including securities investment funds) shall pay personal income tax on bond interest income, and the tax rate is 20% of the interest amount; that is, the redemption amount of each convertible bond is RMB 100.6247 (before tax), and the actual redemption amount distributed is RMB 100.4998 (after tax). According to the "Notice of the State Administration of Taxation on Strengthening the Withholding and Payment of Personal Income Tax on Enterprise Bond Interest" (Guo Shui Han [2003] No. 612), the personal income tax on the current bond interest is uniformly withheld and paid by each redemption agency and paid directly to the tax department where each redemption agency is located.
- Instructions for resident enterprises to pay corporate bond interest income tax
According to the provisions of the "Enterprise Income Tax Law of the People's Republic of China" and other relevant tax regulations and documents, for resident enterprises holding convertible bonds, the bond interest income tax shall be paid by themselves, that is, the actual redemption amount of each convertible bond with a face value of RMB 100 is RMB 100.6247 (tax included).
- Instructions for non-resident enterprises to pay corporate bond interest income tax
According to the "Announcement on the Continuation of the Corporate Income Tax and Value-Added Tax Policies for Foreign Institutions' Investment in the Domestic Bond Market" (Caishui [2026] No. 5) issued by the Ministry of Finance and the State Administration of Taxation, from January 1, 2026 to December 31, 2027, bond interest income obtained by foreign institutions investing in the domestic bond market will be temporarily exempt from corporate income tax and value-added tax. The scope of the above-mentioned temporary exemption from corporate income tax does not include bond interest obtained by institutions and places established by overseas institutions in China that are actually connected with such institutions and places. Therefore, for qualified foreign institutional investors (including QFII and RQFII) holding "Meino Convertible Bonds", the company distributes redemptions based on the pre-tax redemption amount, that is, the actual redemption amount distributed for each convertible bond is RMB 100.6247.
3. Risk warning of this convertible bond redemption
(1) After the market closes on April 29, 2026, trading of "Meino Convertible Bonds" will cease. After the market closes on May 6, 2026, there will be only one trading day left until May 7, 2026 (the last conversion day of "Meino Convertible Bonds"), and May 7, 2026 is the last conversion day of "Meino Convertible Bonds". Holders of "Meino Convertible Bonds" are hereby reminded to pay attention to converting shares within the time limit.
(2) If the "Meino Convertible Bonds" held by investors are pledged or frozen, it is recommended to unpledge or freeze them before the trading suspension date to avoid forced redemption due to inability to convert shares.
(3) After the market closes on the redemption registration day, all "Meino Convertible Bonds" that have not been converted into shares will be frozen, trading and conversion will be stopped, and they will be forcibly redeemed at a price of 100.6247 yuan per piece. After the redemption is completed, the "Meino Convertible Bonds" will be delisted from the Shanghai Stock Exchange.
(4) Currently, the trading of "Meino Convertible Bonds" has been stopped. If investors fail to convert shares in time, they may face large investment losses.
"Meino Convertible Bonds" have stopped trading, and holders of "Meino Convertible Bonds" are reminded to pay attention to converting shares within the time limit.
4. Contact information
Contact Department: Office of the Company’s Board of Directors
Contact number: 0574-87916065
Announcement is hereby made.
Board of Directors of Ningbo Menohua Pharmaceutical Co., Ltd.
May 7, 2026