An indicative announcement regarding the expectation that “Lingkang Convertible Bonds” will meet the conditions for revision of the conversion price
Securities code: 603669 Securities abbreviation: Lingkang Pharmaceutical Announcement number: 2025-070 Bond code: 113610 Bond abbreviation: Lingkang Convertible Bonds
Lingkang Pharmaceutical Group Co., Ltd.
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 bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
Important content reminder:
Securities code: 603669 Securities abbreviation: Lingkang Pharmaceutical
Bond code: 113610 Bond abbreviation: Lingkang Convertible Bond
Current stock conversion price: 6.50 yuan/share
Starting and ending dates for share conversion: June 7, 2021 to November 30, 2026
The closing price of the stock of Lingkang Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Lingkang Pharmaceutical" and the "Company") for 10 trading days from September 29, 2025 to October 29, 2025 has been lower than 85% of the current conversion price (5.53 Yuan/share), there is the possibility of triggering the downward revision conditions for the conversion price stipulated in the "Prospectus for the Public Issuance of Convertible Corporate Bonds of Lingkang Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Prospectus"). If the conditions are triggered, the company will convene a board of directors meeting on the day when the conditions are triggered to review and decide whether to revise the share conversion price and fulfill its information disclosure obligations in a timely manner.
According to the relevant provisions of the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 12 - Convertible Corporate Bonds", the relevant circumstances under which the company may trigger the downward revision of the conversion price of convertible corporate bonds are announced as follows:
1. Basic information on convertible corporate bonds
(1) As approved by the China Securities Regulatory Commission’s Securities Regulatory Commission [2020] No. 2640, Lingkang Pharmaceutical Group Co., Ltd. publicly issued 5.25 million convertible corporate bonds on December 1, 2020, with a face value of 100 yuan each, with a total issuance of 525,000,000 yuan, and a term of 6 years.
(2) As approved by the Shanghai Stock Exchange’s Self-Regulatory Supervision Decision [2020] No. 412, the 525,000,000 yuan convertible corporate bonds issued by the company will be listed on the Shanghai Stock Exchange for trading on December 22, 2020. The bond abbreviation is "Lingkang Convertible Bonds" and the bond code is "113610".
(3) According to relevant provisions such as the "Shanghai Stock Exchange Stock Listing Rules" and the "Prospectus for the Public Issuance of Convertible Corporate Bonds by Lingkang Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Prospectus"), the "Lingkang Convertible Bonds" issued by the company can be converted into the company's A-share common shares starting from June 7, 2021. The initial conversion price is 8.81 yuan/share, and the latest conversion price is 6.50 yuan/share. Previous stock conversion price adjustments are as follows:
Due to the company's implementation of the 2020 annual profit distribution plan, the conversion price will be adjusted to 8.61 yuan/share starting from May 31, 2021. For details, please refer to the "Informative Announcement on the Adjustment of the Conversion Price of "Lingkang Convertible Bonds" (Announcement Number: 2021-027).
Due to the company's implementation of the 2021 annual profit distribution plan, the conversion price will be adjusted to 8.51 yuan/share starting from July 5, 2022. For details, please refer to the "Announcement on the Adjustment of the Conversion Price of "Lingkang Convertible Bonds" Caused by Equity Distribution" (Announcement Number: 2022-042).
Due to the triggering of the "Lingkang Convertible Bonds" conversion price revision clause, starting from July 16, 2024, the conversion price has been revised from 8.51 yuan/share to 8.00 yuan/share. For details, please refer to the "Announcement on the downward revision of the "Lingkang Convertible Bonds" conversion price and the suspension and resumption of trading of the shares of "Lingkang Convertible Bonds" (Announcement Number: 2024-053).
Due to the triggering of the "Lingkang Convertible Bonds" conversion price revision clause, starting from August 1, 2025, the conversion price will be revised from 8.00 yuan/share to 6.50 yuan/share. For details, please refer to the "Announcement on the downward revision of the "Lingkang Convertible Bonds" conversion price and the suspension and resumption of trading of the shares of "Lingkang Convertible Bonds" (Announcement No.: 2025-054).
2. Convertible corporate bond conversion price modification terms and possible triggering situations
According to the company's "Prospectus", the terms for downward revision of the conversion price of "Lingkang Convertible Bonds" are as follows:
(1) Correction authority and correction range
During the period of the convertible bonds issued this time, when the closing price of the company's stock on at least fifteen trading days out of any thirty consecutive trading days is lower than 85% of the current conversion price, the company's board of directors has the right to propose a downward revision of the conversion price and submit it to the company's shareholders' meeting for review and voting. The plan must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting before it can be implemented. When the shareholders' meeting is voting, shareholders who hold the company's convertible bonds issued this time should recuse themselves; the revised conversion price should not be lower than the higher of the company's stock trading average price on the twenty trading days before the shareholders' meeting and the company's stock trading average price on the previous trading day.
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) Correction procedures
If the company decides to revise the conversion price downward, the company will publish an announcement of the resolution of the shareholders' meeting on the listed company information disclosure media designated by the China Securities Regulatory Commission, announcing the extent of the correction, the equity registration date, and the suspension of conversion period (if necessary). Starting from the first trading day after the equity registration date (i.e., the date of revision of the conversion price), the conversion application will be resumed and the revised conversion price will be implemented. If the date of revision of the conversion price is on or after the date of conversion application but before the registration date of conversion shares, such conversion application shall be executed based on the revised conversion price.
(3) The expected triggering of the stock conversion price correction clause
- The previous decision to revise downwards
On July 30, 2025, the company held the first extraordinary general meeting of shareholders in 2025, and reviewed and approved the "Proposal on the downward revision of the conversion price of "Lingkang Convertible Bonds"" in the form of a special resolution. At the same time, it authorized the board of directors to handle matters related to the downward revision of the conversion price in accordance with the relevant provisions in the "Prospectus", including determining the revised conversion price, effective date and other necessary matters, and having full authority to handle relevant procedures.
On the same day, the company held the 33rd meeting of the fourth board of directors, reviewed and approved the "Proposal on Determining the downward revision of the conversion price of "Lingkang Convertible Bonds", and agreed to downwardly revise the conversion price of "Lingkang Convertible Bonds" from 8.00 yuan/share to 6.50 yuan/share. The revised "Lingkang Convertible Bonds" conversion price will take effect from August 1, 2025.
For details, please refer to the company’s website on the Shanghai Stock Exchange on July 31, 2025.
"Announcement on the downward revision of the conversion price of "Lingkang Convertible Bonds" and the suspension and resumption of trading of shares of "Lingkang Convertible Bonds" published on (www.sse.com.cn) (Announcement No.: 2025-054).
- The expected trigger situation this time
From September 29, 2025 to October 29, 2025, the closing price of the company's stock for 10 trading days was lower than 85% of the current conversion price of 6.50 yuan/share (5.53 yuan/share). If the closing price of the company's stock price is lower than 85% of the conversion price on at least fifteen of any thirty consecutive trading days, it is expected that the downward revision clause of the conversion price of "Lingkang Convertible Bonds" will be triggered.
3. Risk warning
According to the Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 12 No. - Convertible Corporate Bonds" and other relevant regulations, "listed companies shall promptly disclose indicative announcements 5 trading days before the conditions for revision of the conversion price are expected to be triggered. On the day when the conditions for revision of the conversion price are triggered, the listed company shall convene a board of directors to review and decide whether to revise the conversion price, and the market will open on the next trading day If a listed company fails to perform the review procedures and information disclosure obligations in accordance with the provisions of this paragraph, it shall be deemed that the conversion price has not been revised this time.”
In accordance with the provisions of the Prospectus and relevant laws and regulations, the company will determine whether to revise the conversion price this time after triggering the conversion price revision conditions of the "Lingkang Convertible Bonds" and perform its information disclosure obligations in a timely manner. Investors are kindly requested to pay attention to the company's subsequent announcements and pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Lingkang Pharmaceutical Group Co., Ltd.
October 30, 2025