Jianyou Shares’ reminder announcement that “Jianyou Convertible Bonds” are expected to meet the conversion price correction clause
Securities code: 603707 Securities abbreviation: Jianyou Shares Announcement number: 2025-090 Bond code: 113579 Bond abbreviation: Jianyou Convertible Bonds
Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd.
About "Jianyou Convertible Bonds" is expected to satisfy
Indicative Announcement on the Amendment Terms of the Share Conversion 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 bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
1. Overview of the issuance and listing of convertible bonds
As approved by the China Securities Regulatory Commission's "Reply on the Approval of the Public Issuance of Convertible Corporate Bonds by Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd." (CSRC License [2020] No. 603), Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") publicly issued 5,031,900 convertible corporate bonds (hereinafter referred to as "Convertible Bonds" or "Jianyou Convertible Bonds"), each with a face value of RMB 100, and the total issuance amount is RMB 100. 503.19 million yuan. The duration of this convertible bond is six years from the date of issuance, that is, from April 23, 2020 to April 22, 2026.
As approved by the Shanghai Stock Exchange's Self-Regulatory Supervision Decision [2020] No. 134, the company's 503.19 million yuan convertible bonds will be listed for trading on the Shanghai Stock Exchange on May 22, 2020. The bond abbreviation is "Jianyou Convertible Bonds" and the bond code is "113579".
According to relevant regulations and the "Prospectus for the Public Issuance of Convertible Corporate Bonds by Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd." (hereinafter referred to as the "Prospectus"), the Jianyou Convertible Bonds issued by the company can be converted into the company's common shares starting from October 29, 2020, with an initial conversion price of 54.97 yuan per share. Due to the company's implementation of the 2020 restricted stock incentive plan, starting from July 10, 2020, the conversion price of Jianyou convertible bonds became 54.96 yuan/share. Due to the company's implementation of the 2019 annual equity distribution, the conversion price of Jianyou's convertible bonds has become 42.05 yuan/share since July 23, 2020. Due to the company's implementation of the 2021 restricted stock incentive plan, starting from June 25, 2021, the conversion price of Jianyou convertible bonds will become 42.01 yuan/share. Due to the company's implementation of the 2020 annual equity distribution, starting from July 15, 2021, the conversion price of Jianyou convertible bonds will become 32.20 yuan/share. Due to the company's implementation of the reserved grant of the 2021 restricted stock incentive plan, the conversion price of Jianyou convertible bonds will become 32.19 yuan/share starting from June 10, 2022. Due to the company's implementation of the 2021 annual equity distribution, starting from July 11, 2022, the conversion price of Jianyou convertible bonds will become 24.65 yuan/share. Due to the company's implementation of the annual equity distribution in 2022, starting from July 7, 2023, the conversion price of Jianyou convertible bonds will become 24.54 yuan/share. Due to the company's implementation of the 2023 annual equity distribution, starting from July 8, 2024, the conversion price of Jianyou convertible bonds will become 24.44 yuan/share. Due to the company's implementation of the annual equity distribution in 2024, starting from June 5, 2025, the conversion price of Jianyou convertible bonds will become 24.34 yuan per share.
2. Convertible bond conversion price modification terms and possible triggering situations
- Convertible bond conversion price modification terms
(1) Correction authority and correction range
During the existence of this convertible bond, 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 90% 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 vote. If a conversion price adjustment occurs within the aforementioned thirty trading days, the calculation will be based on the conversion price and closing price before the adjustment on the trading day before the conversion price adjustment date, and the adjusted conversion price and closing price on the conversion price adjustment date and subsequent trading days.
The above plan must be approved by more than two-thirds of the voting rights held by all shareholders participating in the voting before it can be implemented. When shareholders vote, shareholders holding convertible bonds should recuse themselves. The revised stock conversion price shall not be lower than the average trading price of the company's stock on the twenty trading days before the date of the shareholders' meeting as stipulated in the preceding paragraph and the average trading price of the company's stock on the previous trading day.
(2) Correction procedure
If the company's general meeting of shareholders approves a downward revision of the conversion price, the company will publish an announcement on the resolution of the general meeting of shareholders 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 period of suspension of stock conversion (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.
- Expected triggering of the stock conversion price correction clause
The company held the 13th meeting of the company's fifth board of directors on the afternoon of May 23, 2025, and reviewed and approved the "Proposal on Not Revising the Conversion Price of "Jianyou Convertible Bonds" Downward". The company's board of directors decided not to revise the conversion price downward this time. At the same time, in the next 6 months (i.e., from May 24, 2025 to November 23, 2025), if the downward revision clause of the "Jianyou Convertible Bond" conversion price is triggered again, no downward revision plan will be proposed. After this period (calculated from November 24, 2025), if the downward revision clause of the "Jianyou Convertible Bonds" conversion price is triggered again, the company's board of directors will convene another meeting to decide whether to exercise the right to downward revision of the "Jianyou Convertible Bonds" conversion price.
From November 24, 2025 to December 05, 2025, the closing price of the company's stock price has been lower than 90% of the current conversion price (i.e. 21.906 yuan/share) for ten trading days. If the closing price on five trading days in the next twenty trading days is still lower than 90% of the current conversion price, it is expected that the conversion price correction clause of "Jianyou Convertible Bonds" will be triggered.
3. Risk warning
The company will determine whether to revise the conversion price this time after triggering the conversion price correction conditions of "Jianyou Convertible Bonds" in accordance with the provisions of the Prospectus and relevant laws and regulations, and will 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 Nanjing Jianyou Biochemical Pharmaceutical Co., Ltd.
December 06, 2025