Jiuqiang Biotechnology: Beijing Jiuqiang Biotechnology Co., Ltd.’s first interim trustee management affairs report on the public issuance of convertible corporate bonds (2026)
Stock code: 300406 Stock abbreviation: Jiuqiang Bio Bond code: 123150 Bond abbreviation: Jiuqiang Convertible Bonds
Beijing Jiuqiang Biotechnology Co., Ltd. publicly issues convertible corporate bonds
First Interim Trusteeship Report (2026)
bond trustee
January 2026
Important statement
This report is prepared by the current bond trustee, China International Capital Corporation (hereinafter referred to as "CICC"), in accordance with relevant regulations such as the "Measures for the Administration of Corporate Bond Issuance and Transactions", the Bond Trusteeship Agreement between Beijing Jiuqiang Biotechnology Co., Ltd. and China International Capital Corporation Limited on the Issuance of Convertible Corporate Bonds to Unspecified Objects (hereinafter referred to as the "Trust Management Agreement"), the Prospectus for the GEM Issuance of Convertible Corporate Bonds to Unspecified Objects by Beijing Jiuqiang Biotechnology Co., Ltd. (hereinafter referred to as the "Prospectus") and other relevant regulations. CICC has not independently verified the content and information quoted from the above-mentioned documents contained in this report, and does not make any guarantee or assume any responsibility for the authenticity, accuracy and completeness of such quoted content and information.
This report does not constitute a recommendation for investors to take or not take a certain action. Investors should make independent judgments on relevant matters and should not rely on any content in this report as a commitment or statement made by CICC. Under any circumstances, CICC does not assume any responsibility for any acts or omissions performed by investors based on this report.
As the sponsor and co-lead underwriter of Beijing Jiuqiang Biotechnology Co., Ltd. (hereinafter referred to as the "Issuer", "Company" or "Jiuqiang Biotechnology") GEM issuance of convertible corporate bonds to unspecified objects in 2022 (bond abbreviation: Jiuqiang Convertible Bonds, bond code: 123150, hereinafter referred to as the "Current Bond"), CICC continues to pay close attention to matters that have a significant impact on the rights and interests of bondholders. According to relevant regulations such as the "Measures for the Administration of Corporate Bond Issuance and Transactions", the "Code of Conduct for Corporate Bond Trustees", the "Measures for the Administration of Convertible Corporate Bonds", the provisions of the "Trust Management Agreement" of this bond, and the "Beijing Jiuqiang Biotechnology Co., Ltd.'s announcement on January 21, 2026 regarding the reduction of the shareholding of shareholders holding more than 5% to "Indicative Announcement on Equity Changes Below 5%" (Announcement No.: 2026-004) and "Beijing Jiuqiang Biotechnology Co., Ltd. Simplified Equity Change Report", the major events of this bond are now reported as follows:
1. Approval overview of this bond issue
This issuance was reviewed and approved by the 14th (extraordinary) meeting of the fourth board of directors held on September 6, 2021 and the second extraordinary general meeting of shareholders of 2021 on September 22, 2021.
The application for this issuance has been reviewed and approved by the 13th Listing Committee Review Meeting of the GEM Listing Committee of the Shenzhen Stock Exchange in 2022, and received the "Approval for the Registration of Beijing Jiuqiang Biotechnology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Objects" (CSRC Permit [2022] No. 1081) issued by the China Securities Regulatory Commission.
The total amount of bonds issued this time is RMB 1.139 billion, and the number of issuances is 11,390,000.
2. Basic situation of “Nine Convertible Bonds”
(1) Bond name: In 2022, Beijing Jiuqiang Biotechnology Co., Ltd.’s GEM will issue convertible corporate bonds to unspecified objects.
(2) Bond abbreviation: Jiuqiang Convertible Bonds.
(3) Bond code: 123150.
(4) Bond type: convertible corporate bonds.
(5) Issuance scale and quantity: The total amount of convertible bonds issued this time is RMB 1.139 billion, and the number of issuances is 11,390,000.
(6) Face value and issuance price: Each convertible bond has a face value of RMB 100 and is issued at face value.
(7) Bond term: The term of this convertible bond is 6 years from the date of issuance, that is, from June 30, 2022 to June 29, 2028.
(8) Bond interest rates: 0.3% in the first year, 0.5% in the second year, 1.0% in the third year, 1.5% in the fourth year, 2.3% in the fifth year, and 3.0% in the sixth year.
(9) The period and method of principal and interest repayment: This convertible bond adopts an annual interest payment method, and the principal will be returned and the interest for the last year will be paid at maturity.
(10) Interest calculation in the interest accrual year:
- The interest in the interest accrual year (hereinafter referred to as "annual interest") refers to the current interest that the holders of the convertible bonds can enjoy for each full year based on the total face amount of the convertible bonds held from the first day of the issuance of the convertible bonds.
The calculation formula for annual interest is: I=B×i
I: refers to the annual interest amount;
B: Refers to the total par amount of this convertible bond held by the holder of this convertible bond on the interest payment claim registration date in the interest accrual year (hereinafter referred to as "the current year" or "each year");
i: refers to the current year’s coupon rate of this convertible bond.
- Interest payment method
① This convertible bond adopts an annual interest payment method, and the starting date of interest calculation is the first day of issuance of this convertible bond (June 30, 2022, T day).
②Interest payment date: The annual interest payment date is the day of each full year from the first day of issuance of the convertible bonds. If that day is a legal holiday or rest day, it will be postponed to the next trading day, and no additional interest will be paid during the postponement period. There is one interest accrual year between two adjacent interest payment dates.
③ Interest-paying creditor's rights registration date: The annual interest-paying creditor's rights registration date is the trading day before the annual interest payment date. The company will pay the current year's interest within five trading days after the annual interest payment date. For convertible bonds that are converted into company stocks before the registration date of interest-paying claims (including the registration date of interest-paying claims), the company will no longer pay interest to its holders for this and subsequent interest-bearing years.
④The tax payable on the interest income received by the holder of this convertible bond shall be borne by the holder.
(11) Share conversion period
The conversion period of the convertible bonds issued this time starts from the first trading day (January 6, 2023) six months after the end of the issuance of the convertible bonds (July 6, 2022, T+4 day) to the maturity date of the convertible bonds (June 29, 2028).
(12) Determination of stock conversion price and its adjustment
- Basis for determining the initial conversion price
The initial conversion price of the convertible bonds is 17.63 yuan per share, which is not lower than the average trading price of the company's stock on the twenty trading days before the announcement date of the prospectus (if there is a stock price adjustment due to ex-rights and ex-dividends within the twenty trading days, the trading price on the trading day before the adjustment will be calculated based on the price adjusted for the corresponding ex-rights and ex-dividends) and the average trading price of the company's stock on the previous trading day.
The average trading price of the company's stock in the previous twenty trading days = the total trading volume of the company's stock in the previous twenty trading days/the total trading volume of the company's stock in the twenty trading days; the average trading price of the company's stock in the previous trading day = the total trading volume of the company's stock in the previous trading day/the total trading volume of the company's stock on that day.
- Adjustment method and calculation formula of stock conversion price
After the issuance of the convertible bonds, when the company's shares change due to distribution of stock dividends, conversion to share capital, issuance of new shares (excluding the increase in share capital due to the conversion of the convertible bonds), rights issue, distribution of cash dividends, etc., the conversion price will be adjusted according to the following formula (retaining two decimal places, the last digit is rounded):
Distribute stock dividends or convert to share capital: P1=P0/(1+n);
Issuance of new shares or rights issue: P1=(P0+A×k)/(1+k);
The above two items are carried out simultaneously: P1=(P0+A×k)/(1+n+k);
Distributing cash dividends: P1=P0-D;
The above three items are carried out simultaneously: P1=(P0-D+A×k)/(1+n+k)
Among them: P0 is the conversion price before adjustment, n is the bonus share or conversion share capital ratio, k is the issuance of new shares or allotment rate, A is the new share price or allotment price, D is the cash dividend per share, and P1 is the adjusted conversion price.
When the company experiences the above-mentioned changes in shares and/or shareholders' equity, the conversion price will be adjusted sequentially, and an announcement of the board of directors' resolution will be published on the website of the Shenzhen Stock Exchange and the listed company information disclosure media designated by the China Securities Regulatory Commission, and the date of adjustment of the conversion price, the adjustment method, and the suspension of conversion period (if necessary) will be stated in the announcement. When the conversion price adjustment date is on or after the conversion application date of the convertible bond holder and before the conversion stock registration date, the holder's conversion application will be executed according to the company's adjusted conversion price.
When the company may undergo share repurchases (except for employee stock ownership plans, equity incentives, or share repurchases necessary to maintain the company's value and shareholders' interests), mergers, spin-offs, or any other circumstances that may cause changes in the company's share class, quantity, and/or shareholders' equity, which may affect the creditor's rights or equity conversion derivatives of the convertible bond holders, the company will adjust the conversion price based on the specific circumstances in accordance with the principles of fairness, justice, fairness, and the principle of fully protecting the rights and interests of the convertible bond holders. The content and operation methods of the adjustment of the share conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time.
(13) Method for determining the number of shares to be converted
When the holder of the convertible bonds applies to convert shares during the conversion period, the number of shares to be converted is calculated as: Q=V/P, and the rounding method is used to take an integer multiple of one share.
Among them: V is the total par amount of convertible bonds applied for conversion by the convertible bond holder; P is the conversion price valid on the day of application for conversion.
The shares that the convertible bond holder applies for conversion must be an integral number of shares. If the balance of the convertible bonds is insufficient to be converted into one share during the share conversion, the company will, in accordance with the relevant regulations of the Shenzhen Stock Exchange, securities registration agencies and other departments, pay the remaining balance of the convertible bonds in cash within five trading days after the date of conversion by the convertible bond holder. The payment of current accrued interest corresponding to the insufficient convertible bond balance converted into one share (for the calculation method of current accrued interest, please refer to the relevant content of the redemption clause in Article 11) will be handled in accordance with the relevant regulations of the securities registration agency and other departments.
(14) Conversion price: The initial conversion price of the convertible bonds issued this time is 17.63 yuan/share, and the current conversion price is 16.48 yuan/share.
(15) Credit rating: This convertible bond has been rated by CSI Pengyuan. According to the "Credit Rating Report on Convertible Corporate Bonds Issued by Beijing Jiuqiang Biotechnology Co., Ltd. GEM to Unspecified Objects" issued by CSI Pengyuan Credit Rating Co., Ltd. (Zhongpeng Credit Rating [2021] No. Z [1521]), the long-term credit rating of Jiuqiang Biotech is AA-, and the rating outlook is stable. The credit rating of this convertible bond is AA-. CSI Pengyuan conducted a follow-up rating on this convertible bond, maintaining the credit rating of the top nine biological entities as AA-, the rating outlook is stable, and the credit rating of the convertible bond is AA-.
(16) Credit rating agency: CSI Pengyuan Credit Rating Co., Ltd.
(17) Guarantee matters: No guarantee is provided for this convertible bond.
(18) Registration agency: China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
3. Details of major events of this bond issue
On November 11, 2025, the company disclosed the "Pre-Disclosure Announcement on the Plan to Reduce the Shareholdings of Shareholders Holding More than 5% of the Shares" (Announcement No.: 2025-102). ZHOU, a natural person shareholder who holds 30,769,636 shares of the company (accounting for 5.25% of the company's total share capital at the time, accounting for 5.28% of the total share capital after excluding the company's repurchase account shares at the time) Ms. XIAOYAN plans to reduce her holdings of the company's shares through centralized bidding and/or block trading within three months of fifteen trading days from the date of the above-mentioned pre-disclosure announcement (i.e., from December 3, 2025 to March 2, 2026). She plans to reduce her holdings by no more than 2,214,173 shares (accounting for 0.38% of the company's total equity at that time, accounting for 0.38% of the total equity after excluding the company's repurchase account shares at that time).
On January 21, 2026, the company received the "Simplified Equity Change Report" issued by Ms. ZHOU XIAOYAN. The company learned that during the period from December 11, 2025 to January 20, 2026, ZHOU Ms. XIAOYAN has reduced her holdings of the company's shares by a total of 1,454,300 shares through centralized bidding transactions, accounting for 0.248% of the company's current total share capital and 0.250% of the current total share capital after excluding the company's repurchase account shares.
This equity change complies with the provisions of laws, regulations and normative documents such as the "Securities Law of the People's Republic of China", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors and Senior Managers".
The company has no controlling shareholder or actual controller. Ms. ZHOU XIAOYAN has no related relationship with China Pharmaceutical Investment Co., Ltd., the company’s largest shareholder, or other shareholders, directors or senior managers holding more than 5% of the shares. This change in equity does not involve a tender offer and will not have a significant impact on the company's governance structure, ownership structure and future sustainable operations, nor will it cause a change in the company's control.
As of January 21, 2026, the actual shareholding reduction of the subject of this equity change is consistent with the previously disclosed intention and shareholding reduction plan. There is no violation of the shareholding reduction plan, nor is there any violation of the relevant commitments of shareholders. The above-mentioned shareholding reduction plan has not yet been implemented. The company will continue to pay attention to the implementation of the shareholding reduction plan and perform its information disclosure obligations in a timely manner.
After this equity change, Ms. ZHOU XIAOYAN holds 29,315,336 shares of the company, accounting for 4.99998% of the company’s current total share capital of 586,308,628 shares, and 5.03% of the current total share capital after excluding the company’s repurchase account shares. Based on the company’s total share capital, she is no longer a shareholder holding more than 5% of the company’s shares.
4. Analysis of the impact of the above matters on the issuer
The shares of listed companies held by Ms. ZHOU XIAOYAN are all unrestricted tradable shares, and there are no rights restrictions or transfer restrictions such as pledges or freezes. This change in equity will not lead to changes in the listed company's controlling shareholders and actual controllers, and will not have a significant impact on the company's governance structure and ongoing operations.
As the trustee of this bond, in order to fully protect the interests of bond investors and perform the duties of the bond trustee, CICC promptly communicated with the issuer after learning of the relevant matters, and issued this interim trustee management report in accordance with the relevant provisions of the "Code of Conduct for Corporate Bond Trustees". CICC will continue to pay close attention to the issuer's repayment of principal and interest on this bond and other matters that have a significant impact on the interests of bondholders, and will strictly perform its duties as a bond trustee.
Investors are hereby reminded to pay attention to the risks associated with this bond and to make independent judgments on relevant matters.
Announcement is hereby made.
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China International Capital Corporation
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