Heilongjiang Zhenbaodao Pharmaceutical Co., Ltd.’s indicative announcement on the adjustment of the exchange price of exchangeable corporate bonds in the non-public issuance of exchangeable corporate bonds by the controlling shareholder
Securities code: 603567 Securities abbreviation: Zhenbaodao Announcement number: Lin 2025-087 Heilongjiang Zhenbaodao Pharmaceutical Co., Ltd.
Regarding the non-public issuance of exchangeable corporate bonds by the controlling shareholder
Indicative announcement on adjustment of share exchange price
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.
Recently, Heilongjiang Zhenbaodao Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") received a notice from the company's controlling shareholder Heilongjiang Chuangda Group Co., Ltd. (hereinafter referred to as the "Chuangda Group") that the exchange price of Chuangda Group's non-public issuance of exchangeable corporate bonds (first phase) to professional investors in 2023 (hereinafter referred to as the "first phase of exchangeable bonds") will be adjusted. The relevant matters are now announced as follows:
1. Basic information on exchangeable corporate bonds by controlling shareholders
The company's controlling shareholder Chuangda Group completed the issuance of the first tranche of payable bonds on April 11, 2023. The abbreviation of this payable bond is "23 Chuang 01EB", the bond code is "137171", the issuance scale is 910 million yuan, and the bond term is 3 years. For details, please refer to the company’s announcement No. 2023-019 disclosed on the Shanghai Stock Exchange website on April 12, 2023.
2. Adjustments to the exchange price of the controlling shareholder’s exchangeable corporate bonds
According to the "Prospectus for the Non-public Issuance of Exchangeable Corporate Bonds (First Phase) of Heilongjiang Chuangda Group Co., Ltd. to Professional Investors in 2023" (hereinafter referred to as the "First Phase Prospectus"), "During the exchange period of this exchangeable corporate bond, the closing price of the underlying stock on at least 10 trading days in any 30 consecutive trading days is lower than 10 Yuan/share, the exchange price of the current exchangeable bonds is automatically revised downward. The revised exchange price is 90% of the closing price of the underlying stock on the previous trading day when the conditions for the automatic downward revision of the exchangeable bonds are triggered.”
The "23 Chuang 01EB" share exchange period is from October 12, 2023 to April 11, 2026. From November 14, 2025 to December 25, 2025, the closing price of the underlying stock was lower than 10 yuan/share on 10 of the 30 consecutive trading days during the share exchange period, triggering the automatic downward revision of the share exchange price stipulated in the "First Prospectus."
According to the relevant provisions of the "First Prospectus", the share exchange price of "23 Chuang 01EB" will be automatically revised down from 10.50 yuan/share to 8.80 yuan/share. The adjusted share exchange price will take effect on December 30, 2025. After the stock exchange price is revised downward, the number of shares prepared for exchange in Chuangda Group's special account for the exchange of payable bonds in the current period still meets the number of shares required for the entire exchange of the first period of payable bonds.
The company will pay close attention to the progress of the current payable bonds and fulfill its continuous information disclosure obligations in accordance with relevant regulations. Investors are advised to pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Heilongjiang Zhenbaodao Pharmaceutical Co., Ltd.
December 27, 2025