Jiuqiang Biotechnology: China International Capital Corporation's Report on the Trusteeship Management Affairs of the Convertible Corporate Bonds of Beijing Jiuqiang Biotechnology Co., Ltd. (2025)
Securities code: 300406.SZ Securities abbreviation: Jiuqiang Bioconvertible Bonds code: 123150.SZ Convertible bond abbreviation: Jiuqiang Convertible Bonds
Report on the trust management of Beijing Jiuqiang Biotechnology Co., Ltd.’s issuance of convertible corporate bonds to unspecified objects
(Year 2025)
bond trustee
June 2026
Important statement
This report is based on the "Administrative Measures for the Issuance and Transaction of Corporate Bonds" (hereinafter referred to as the "Administrative Measures"), the "Bond Trusteeship Agreement Regarding the Issuance of Convertible Corporate Bonds to Unspecified Objects by Beijing Jiuqiang Biotechnology Co., Ltd." (hereinafter referred to as the "Trust Management Agreement"), the Prospectus for the GEM Issuance of Convertible Corporate Bonds by Beijing Jiuqiang Biotechnology Co., Ltd. to Unspecified Objects (hereinafter referred to as the "Prospectus"), and the "Beijing Jiuqiang Biotechnology Co., Ltd. 2025" "Annual Report" and other relevant public information disclosure documents, professional opinions issued by third-party intermediaries, etc. were prepared by China International Capital Corporation (hereinafter referred to as "CICC"), the trustee of this bond. 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.
Directory
Section 1 Current Bond Situation ............................................................................................................ 1
Approval documents and approval scale ............................................................................. 1
Main terms of this bond ............................................................................................ 1
Bond Rating ........................................................................................................ 10
Section 2 Performance of Duties by Bond Trustee .................................................................. 11
Section 3 Issuer’s Annual Operations and Financial Conditions .................................................................. 12
Basic information of the issuer ............................................................................................ 12
The issuer’s operating conditions and financial status in 2025 ............................................. 13
Section 4 The use of funds raised by the issuer and the operation and verification of special accounts ............................. 15
Section 5 Analysis of the Effectiveness of Internal and External Credit Enhancement Mechanisms and Debt Repayment Guarantee Measures ........................................ 16
Credit enhancement mechanism ................................................................................................................. 16
Issuer’s debt repayment guarantee measures and effectiveness analysis .................................................. 16
Section 6 The implementation of the issuer’s debt repayment safeguard measures and the repayment of principal and interest of corporate bonds ........................ 18
Implementation of debt repayment safeguard measures for this bond ........................................................ 18
Principal and interest repayment ................................................................................................. 18
Section 7 Convening of Bondholders’ Meeting ............................................................................. 19
Section 8 Analysis of Issuer’s Willingness and Repayment Capacity ............................................................. 20
Analysis of debt repayment willingness ........................................................................................ 20
Debt solvency analysis ............................................................................................ 20
Section 9 Tracking Rating of this Bond ............................................................................. 21
Section 10 Other matters that have a significant impact on the rights and interests of bondholders ........................................ 22
Whether major events in the bond trustee management agreement and Article 12 of the "Code of Conduct for Corporate Bond Trustee Managers" have occurred .................................................................................................. 22
Adjustment of stock conversion price ........................................................................................ 26
Redemption, downward revision of conversion price and execution of sell-back clauses ............................. 33
Others................................................................................................................................................ 34
Section 1 Current Bond Situation
1. Approval documents and approval scale
This public issuance of convertible corporate bonds issuance plan was reviewed and approved by the 14th (extraordinary) meeting of the fourth board of directors of Beijing Jiuqiang Biotechnology Co., Ltd. (hereinafter referred to as "Jiuqiang Bio", the "Company" or the "Issuer") on September 6, 2021, and was reviewed and approved by the 2021 second extraordinary general meeting of shareholders held by Jiuqiang Bio on September 22, 2021.
On June 6, 2022, the China Securities Regulatory Commission issued the "Approval for the Registration of Beijing Jiuqiang Biotechnology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Objects" (CSRC License [2022] No. 1081), approving Beijing Jiuqiang Biotechnology Co., Ltd.'s public issuance of convertible corporate bonds totaling 1.139 billion yuan (hereinafter referred to as the "Current Bonds", "Jiuqiang Convertible Bonds").
Jiuqiang Biotech publicly issued 11.39 million convertible corporate bonds on June 30, 2022, with a face value of 100 yuan each, raising total funds of 1.139 billion yuan. After deducting the total issuance expenses of 12.1453 million yuan, the actual net amount of funds raised was 1.1268547 million yuan. The above-mentioned receipt of funds raised has been verified by the "Capital Verification Report of Beijing Jiuqiang Biotechnology Co., Ltd." ([2022] Jinghui Xingyan Zi No. 19000003) issued by Beijing Xinghua Accounting Firm (Special General Partnership) on July 6, 2022.
The company's 1.139 billion yuan convertible corporate bonds will be listed on the Shenzhen Stock Exchange on July 20, 2022. The bond is referred to as "Nine Convertible Bonds" and the bond code is "123150".
2. Main terms of this bond
(1) Issuing entity: Beijing Jiuqiang Biotechnology Co., Ltd.
(2) Bond abbreviation: Jiuqiang Convertible Bonds
(3) Issuance scale: The issuance scale of this convertible bond is RMB 1.139 billion.
(4) Par value of bonds: Each convertible bond has a par value of RMB 100 and is issued at par value.
(5) 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.
(6) Coupon interest rate: 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.
(7) Time limit and method of repayment of principal and interest
This convertible bond adopts an annual interest payment method, and the principal will be returned upon maturity and the interest for the last year will be paid.
- 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 this convertible bond can enjoy for each full year based on the total face amount of this convertible bond held from the first day of the issuance of this convertible bond. 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 the convertible bonds held by the holders of the convertible bonds issued this time 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 convertible bonds.
- 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).
(2) Interest 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 payment creditor's rights registration date: The annual interest payment 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 the current interest-bearing year and subsequent interest-bearing years.
(4) The tax payable on the interest income received by the holder of this convertible bond shall be borne by the holder.
(8) Share conversion period
The conversion period of this convertible bond starts from the first trading day (January 6, 2023) six months after the issuance of this convertible bond (July 6, 2022, T+4 day) and ends on the maturity date of this convertible bond (June 29, 2028).
(9) 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, ex-dividends, etc. 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 distributes stock dividends, converts to share capital, issues new shares (excluding the increase in share capital due to the conversion of convertible bonds), allots shares, and distributes cash dividends, the conversion price will be adjusted according to the following formula (retaining two decimal places, and the last digit is rounded): Distributing stock dividends or converting 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)
Distribute cash dividends: P1=P0-D;
The above three items are carried out simultaneously: P1=(P0-D+A×k)/(1+n+k).
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the bonus share or share capital increase rate, A is the new share price or allotment price, k is the new share issuance or allotment rate, and D is the cash dividend per share.
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 a share repurchase, merger, spin-off or any other situation that changes the company's share class, number and/or shareholders' equity, which may affect the creditor's rights or conversion-derived rights of the convertible bond holders, the company will adjust the conversion price based on the specific circumstances and 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.
(10) Terms for downward revision of stock conversion price
- 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 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 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.
- 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 conversion price revision date is on or after the conversion application date but before the conversion share registration date, such conversion application shall be executed based on the revised conversion price.
(11) 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: Q is the number of shares to be converted into shares of the convertible bond; V is the total face amount of the convertible bonds that the convertible bond holder applies for conversion; 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.
(12) Redemption terms
- Terms of redemption upon maturity
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all unconverted convertible bonds from the convertible bond holders at a price of 110% of the face value of the convertible bonds (including the last annual interest).
- Conditional redemption terms
During the conversion period of this convertible bond, 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% (inclusive) of the current conversion price, the company has the right to redeem all or part of this convertible bond that has not been converted into shares at the price of the face value of this convertible bond plus current accrued interest. The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the issuance completion date to the maturity date of this convertible bond.
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 this convertible bond held by the holder of this convertible bond;
i: refers to the current year’s coupon rate of the convertible bonds;
t: refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest accrual 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 day, and the conversion price and closing price after the adjustment will be used for the trading days after the adjustment day.
In addition, when the unconverted balance of the convertible bonds is less than RMB 30 million, the company has the right to decide to redeem all or part of the unconverted convertible bonds at face value plus current accrued interest.
(13) Sale-back terms
- Conditional sell-back clause
In the last two interest-bearing years of this convertible bond, if the closing price of the company's stock is lower than 70% of the current conversion price on any thirty consecutive trading days, the holder of this convertible bond has the right to sell all or part of the convertible bond it holds back to the company at face value plus current accrued interest. If the conversion price is adjusted during the above-mentioned trading days due to distribution of stock dividends, increase in share capital, issuance of new shares (excluding the increase in share capital due to the conversion of convertible bonds), rights issue, distribution of cash dividends, etc., the conversion price and closing price before the adjustment will be calculated on the trading day before the adjustment day, and the adjusted conversion price and closing price on the adjustment day and subsequent trading days will be used. If the conversion price is revised downward, the "thirty consecutive trading days" mentioned above must be recalculated from the first trading day after the conversion price is adjusted.
For the calculation method of current accrued interest, please refer to the relevant content of "(12) Redemption Terms".
In the last two interest-bearing years of the issuance of convertible bonds, the holders of the convertible bonds can exercise the put-back right once in each year after the put-back conditions are met for the first time in accordance with the above agreed conditions. If the put-back conditions are met for the first time and the convertible bond holder fails to declare and implement the put-back within the call-back declaration period announced by the company at that time, the put-back right cannot be exercised again in that interest-bearing year. Convertible bond holders cannot exercise the partial put right multiple times.
- Additional sell-back terms
If the implementation of the funds raised by the convertible bonds changes significantly compared with the company's commitment in the prospectus, and the change is recognized by the China Securities Regulatory Commission as a change in the use of the raised funds, the holders of the convertible bonds have the right to sell back part or all of the convertible bonds they hold to the company at a price of face value plus current accrued interest. Under the above circumstances, the holders of the convertible bonds can sell back the bonds within the sell-back declaration period after the company's announcement. If the sell-back is not implemented during the sell-back declaration period, the right to sell back will be automatically lost.
(14) Attribution of dividends in the year of conversion
The company's shares increased as a result of this convertible bond conversion enjoy the same rights as the original shares, and all shareholders registered on the equity registration date for dividend distribution (including shareholders formed as a result of this convertible bond conversion) will enjoy the current dividend.
(15) Issuance method and issuance objects
This issuance will be allotted to the original shareholders with priority. The remaining balance after the priority allotment (including the part that the original shareholders gave up the priority allotment) will be sold to public investors through the Shenzhen Stock Exchange trading system. The portion with a subscription amount less than 1.139 billion yuan will be underwritten by the sponsor (joint lead underwriter) CICC. The minimum number of subscriptions offered to public investors online is 10 (1,000 yuan) and the upper limit is 10,000 (1 million yuan).
The convertible bonds are issued to:
Preferential allotment to the issuer’s original shareholders: all shareholders of the issuer who are registered after the market closes on the equity registration date announced in the issuance announcement (June 29, 2022, T-1).
Online issuance: natural persons, legal persons, securities investment funds and other investors that comply with laws and regulations (except those prohibited by national laws and regulations) who hold securities accounts of the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (except those prohibited by national laws and regulations). Among them, natural persons must have opened the trading authority for convertible bonds issued to unspecified objects in accordance with the "Notice on Matters Related to the Suitability Management of Convertible Corporate Bonds" (Shenzhen Securities [2022] No. 587) and other regulations.
The self-operated accounts of the joint lead underwriters of this issuance are not allowed to participate in the subscription.
(16) Arrangements for placement to original shareholders
This issuance will be allotted to the original shareholders with priority. The remaining balance after the priority allotment (including the part that the original shareholders gave up the priority allotment) will be sold to public investors through the Shenzhen Stock Exchange trading system. The portion with a subscription amount less than 1.139 billion yuan will be underwritten by the sponsor (joint lead underwriter) CICC. The minimum number of subscriptions offered to public investors online is 10 (1,000 yuan) and the upper limit is 10,000 (1 million yuan).
(17) Bondholders and Bondholder Meetings
- Rights of convertible bond holders
① Enjoy the agreed interest based on the amount of convertible bonds held;
② Participate or entrust an agent to participate in the bondholders’ meeting and exercise voting rights in accordance with laws, administrative regulations and other relevant provisions and the rules of bondholders’ meetings;
③Convert the convertible corporate bonds held into company shares according to the conditions agreed in the prospectus; ④Exercise the put right according to the conditions agreed in the prospectus;
⑤ Transfer, donate or pledge the convertible corporate bonds it holds in accordance with the provisions of laws, administrative regulations and the company's articles of association;
⑥ Obtain relevant information in accordance with the provisions of the law and the company's articles of association;
⑦Require the company to repay the principal and interest of the convertible corporate bonds within the agreed time limit and method;
⑧Other rights granted by laws, administrative regulations and the company's articles of association as creditors of the company.
- Obligations of convertible bond holders
① Comply with the relevant regulations on the terms of the company’s issuance of convertible bonds;
② Pay subscription funds according to the amount of convertible corporate bonds subscribed;
③Comply with the effective resolutions reached at the bondholders’ meeting;
④Except as stipulated by laws, regulations and the prospectus, the company shall not be required to repay the principal and interest of the convertible bonds in advance;
⑤ Other obligations that should be borne by convertible corporate bond holders as stipulated in laws, administrative regulations and the company's articles of association.
- During the duration of this convertible bond, when one of the following circumstances occurs, a bondholder meeting shall be convened:
①The company plans to change the provisions of the convertible bond prospectus;
② It is planned to modify the rules of this convertible bond holders meeting;
③The company failed to pay the principal and interest of this convertible bond on time;
④ The company undergoes capital reduction (excluding capital reduction due to equity incentive repurchase of shares and repurchase and cancellation of some restricted stocks), merger, division, dissolution, reorganization or filing for bankruptcy;
⑤Major changes occur in the guarantor (if any) or the collateral (if any);
⑥Other events that have a significant substantial impact on the rights and interests of bondholders occur;
⑦ Plan to change the bond trustee or the main contents of the trustee management agreement;
⑧The company's management cannot perform its duties normally, resulting in serious uncertainty in the company's ability to repay debts, and it is necessary to take action in accordance with the law;
⑨Other matters that should be reviewed and decided by the bondholders’ meeting in accordance with the provisions of laws, administrative regulations, China Securities Regulatory Commission, Shenzhen Stock Exchange and bondholders’ meeting rules
- The following institutions or persons may propose in writing to convene a meeting of bondholders:
①The company’s board of directors;
② A written proposal from bondholders who individually or collectively hold more than 10% of the total face value of the outstanding bonds of this convertible bond;
③Trustee administrator;
④Other institutions or persons specified by laws, regulations, and the China Securities Regulatory Commission.
(18) Purpose of funds raised this time
The total amount of funds raised by this issuance of convertible bonds (including issuance fees) is RMB 1.139 billion. The net proceeds after deducting issuance fees will be used for the following projects:
Unit: 10,000 yuan
Proposed investment fundraising serial number Project name Total investment
Amount of funds 1 Acquisition of 30% equity of Fuzhou Maixin Biotechnology Development Co., Ltd. 94,750.00 79,750.00 2 Supplementary liquidity funds 34,150.00 34,150.00Total
128,900.00 113,900.00
If the actual net amount of funds raised this time is less than the amount of funds to be invested, the company will raise the shortfall by itself. Before the raised funds are in place, the company will first invest with self-raised funds based on the actual progress of the project, and will replace them after the raised funds are in place.
(19) Guarantee matters
No guarantee is provided for this convertible bond.
(20) Bond trustee: China International Capital Corporation.
3. Bond Rating
According to the "Credit Rating Report on Convertible Corporate Bonds Issued by Beijing Jiuqiang Biotechnology Co., Ltd. GEM to Unspecified Objects on the GEM" issued by China Securities Pengyuan Credit Rating Co., Ltd. on November 24, 2021 (Zhongpeng Credit Rating [2021] No. Z [1521]), the long-term credit rating of Jiuqiang Biotech is AA-, the rating outlook is stable, and the credit rating of this convertible bond is AA-.
Section 2 Bond Trustee’s Performance of Responsibilities
As the bond trustee for the public issuance of convertible corporate bonds by Beijing Jiuqiang Biotechnology Co., Ltd., CICC has performed various responsibilities as a bond trustee in strict accordance with the "Administrative Measures", "Code of Professional Conduct for Corporate Bond Trustees", "Prospectus" and "Trust Management Agreement" and other regulations and agreements. During the duration, CICC will continue to track and supervise the company and the current bonds, pay close attention to the company's operating conditions, financial conditions, credit status, and the implementation of debt repayment safeguard measures, supervise the receipt, storage, transfer and repayment of principal and interest of the company's raised funds, and effectively protect the interests of bondholders. The verification measures taken by CICC mainly include:
Check the issuer’s publicly disclosed periodic reports;
Check the issuer’s publicly disclosed major event reports;
Continue to pay attention to the credit standing of the issuer.
Section 3 Issuer’s Annual Operations and Financial Conditions
1. Basic information of the issuer
Company name (Chinese): Beijing Strong Biotechnologies, Inc Company name (English): Beijing Strong Biotechnologies, Inc Chinese abbreviation: Jiuqiang Biotech
Place of listing of common shares: Shenzhen Stock Exchange
Common stock stock abbreviation: Jiuqiang Biotech
Common stock code: 300406
Listing place of convertible bonds: Shenzhen Stock Exchange
Abbreviation of convertible bond bond: Jiuqiang Convertible Bond
Convertible bond bond code: 123150
Legal representative: Zou Zuojun
Secretary of the Board of Directors: Wang Jianmin
Date of establishment: March 29, 2001
Registered address: 5th floor, Kuangyi Building, No. 15 Huayuan East Road, Haidian District, Beijing Unified social credit code: 911100008020705889
Postal code: 100191
Contact number: 010-82247199
Fax number: 010-82012812
Company website: http://www.bsbe.com.cn/
Email: [email protected]
Business scope: research and development of medical devices, in vitro diagnostic reagents, electronic equipment; sales of medical devices Class I and II, self-produced products; wholesale of electronic equipment; commission agency (except auctions); import and export of goods (not involving state-owned trade management commodities, involving quota or license management commodities, applications shall be processed in accordance with relevant national regulations); technical consultation, technical services, technical training, technology transfer; production of medical devices (subject to the medical device production license); sales of Class III medical devices. (Market entities are free to choose business projects and carry out business activities in accordance with the law; the enterprise was changed from a domestic-invested enterprise to a foreign-invested enterprise on November 6, 2009; the production of medical devices (subject to the medical device production license), the sale of Class III medical devices, and projects that require approval in accordance with the law, must be approved by relevant departments to carry out business activities in accordance with the approved content; they are not allowed to engage in business activities that are prohibited or restricted by national and city industrial policies.)
2. The issuer’s operating conditions and financial status in 2025
(1) The company’s production and operations
As one of the leading companies in the domestic in vitro diagnostic industry, Jiuqiang Biotech has been deeply involved in the field of in vitro diagnostics for 20 years and is committed to building a diversified and high-quality in vitro diagnostic testing platform. It currently has pathological diagnostic systems, biochemical diagnostic systems, hemagglutination diagnostic systems, luminescence diagnostic systems, blood type diagnostic systems, POCT diagnostic systems and liquid biopsy systems. The company has established biochemical R&D platforms such as chemical methods, enzymatic methods (including circulating enzyme methods), ordinary immunoturbidimetric methods, latex-enhanced immunoturbidimetric methods, cloned enzyme donor enzyme immunoassay technology (CEDIA), and enzyme-enhanced immunoassay technology (EMIT). It also has high-level R&D technologies in the fields of full liquid hemagglutination and blood group matching detection. A wholly-owned subsidiary, Maixin Biotechnology, explores diversified services and technology routes, focusing on core technologies for pathological diagnosis, laying out a four-dimensional integration of "core reagent raw materials + kit development + innovative instruments + diagnostic services", exploring cutting-edge technologies such as companion diagnostics and pathological AI, and achieving the common development of six major technology platforms to meet the daily tumor pathological diagnosis and differential diagnosis needs of hospital pathology departments.
(2) Company financial status
In 2025, the company's main financial data and indicators are as follows:
Unit: 10,000 yuan
Item 2025 2024 Increase or decrease in operating income this year compared with the previous year 135,550.73 165,893.20 -18.29% Net profit attributable to shareholders of listed companies 18,987.42 53,263.53 -64.35% Net profit attributable to shareholders of listed companies after deduction of non-
18,606.80 52,055.95 -64.26% Net profit from recurring gains and losses
Net cash flow generated from operating activities 56,510.98 61,401.19 -7.96% Basic earnings per share (yuan/share) 0.32 0.92 -65.22% Diluted earnings per share (yuan/share) 0.32 0.90 -64.44%
Project 2025 2024 Weighted average return on net assets increased or decreased this year compared with the previous year 4.71% 13.64%, a decrease of 8.93 percentage points
Item End of 2025 End of 2024 Increase or decrease in total assets at the end of this year compared with the end of the previous year 505,243.12 557,496.52 -9.37% Net assets attributable to shareholders of listed companies 378,801.55 413,837.41 -8.47% Note: The 2024 financial data has not been retrospectively adjusted, the same below.
In 2025, the company achieved operating income of 1,355,507,300 yuan, a year-on-year decrease 18.29%, mainly due to the decline in the company's sales scale due to industry policies, market competition and other factors; the net profit attributable to ordinary shareholders of the listed company was 189.8742 million yuan, a year-on-year decrease of 64.35%, mainly due to the decline in revenue and the provision for impairment of goodwill and other factors; the owner's equity attributable to shareholders of the listed company was 3.7880155 million yuan, a decrease from the end of the previous year 8.47%; the net cash flow generated from operating activities was 565.1098 million yuan, a year-on-year decrease of 7.96%. Overall, the company's revenue and profit levels will be under significant pressure in 2025, but cash flow from operating activities still maintains a net inflow, the asset-liability ratio is at a low level, and the overall financial risk is controllable.
Section 4: Issuer’s use of raised funds and operation and verification of special accounts
The funds raised by the company have been used up, and the special account for raised funds has been canceled in March 2023.
Section 5 Analysis of the Effectiveness of Internal and External Credit Enhancement Mechanisms and Debt Repayment Guarantee Measures
1. Credit enhancement mechanism
This issue of "Nine Convertible Bonds" does not provide guarantee measures. If there is an event that has a significant negative impact on the company's business management and solvency during the existence of the convertible bonds, the convertible bonds may increase the redemption risk due to the failure to provide guarantees, so investors are advised to pay special attention.
2. Issuer’s debt repayment protection measures and effectiveness analysis
(1) Issuer’s debt repayment safeguard measures
Formulate the "Bondholders Meeting Rules";
Set up special accounts, formulate and strictly implement fund management plans;
Give full play to the role of the trustee;
Strictly fulfill information disclosure obligations.
(2) Analysis of the effectiveness of the issuer’s debt repayment safeguard measures
- Formulate rules for holders’ meetings
After review and approval at the second extraordinary general meeting of shareholders in 2021, the issuer formulated the "Beijing Jiuqiang Biotechnology Co., Ltd. Convertible Corporate Bond Holders Meeting Rules", which clearly stipulated the scope, procedures and other important matters for bondholders to exercise their rights through the bondholders' meeting, and made reasonable institutional arrangements to ensure the timely and full repayment of the principal and interest of this bond.
- Set up special accounts, formulate and strictly implement fund management plans
The company has established relevant systems for the management of raised funds and designated a special account for raised funds, which is used for the receipt, storage, transfer and repayment of principal and interest of the funds raised by this convertible corporate bond. The account is managed by a special account and used exclusively for special purposes.
- Give full play to the role of the trustee
The issuer has signed a "Trust Management Agreement" with CICC. As the trustee of this bond, CICC performs its trustee management responsibilities and protects the rights and interests of bondholders by continuously paying attention to the issuer's credit standing, regularly reviewing the company's publicly disclosed periodic reports, collecting the issuer's special account statements for raised funds, and conducting on-site inspections.
- Strictly fulfill information disclosure obligations
During the reporting period, the issuer followed the principles of true, accurate and complete information disclosure and disclosed information on major matters in accordance with the Trusteeship Agreement and the relevant regulations of the China Securities Regulatory Commission, so that the issuer's solvency and use of raised funds could be supervised by bondholders, bond trustees and shareholders to prevent debt repayment risks.
As of December 31, 2025, the issuer has implemented debt repayment protection measures in strict accordance with the provisions of the prospectus, and can effectively protect the repayment of principal and interest of corporate bonds.
Section 6: The implementation of the issuer’s debt repayment safeguard measures and the repayment of principal and interest of corporate bonds
1. Implementation of debt repayment safeguard measures for this issue of bonds
During the reporting period, the above debt repayment safeguard measures did not change. As of the date of issuance of this trustee report, the issuer has not failed to implement the debt repayment safeguard measures for this bond as agreed.
2. Principal and interest repayment situation
According to the terms of this bond, the annual interest payment date is the day of each full year from the first date 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.
The first interest payment date of this convertible bond is June 30, 2023, and the interest accrual period is from June 30, 2022 to June 29, 2023. The first-year interest of the "Nine Strong Convertible Bonds" will be paid based on the face value on June 30, 2023. The interest for every 10 "Nine Strong Convertible Bonds" (face value 1,000.00 yuan) is 3.00 yuan (including tax).
The second interest payment date of this convertible bond is July 1, 2024 (because June 30, 2024 is a non-trading day, it will be postponed to July 1, 2024 according to regulations), and the interest calculation period is from June 30, 2023 to June 29, 2024. The interest for the second year of the "Nine Strong Convertible Bonds" will be paid based on the face value on July 1, 2024. The interest for every 10 "Nine Strong Convertible Bonds" (face value 1,000.00 yuan) is RMB 5.00 (including tax).
The third interest payment date of this convertible bond is June 30, 2025, and the interest calculation period is from June 30, 2024 to June 29, 2025. The "Nine Strong Convertible Bonds" will pay the third-year interest at face value on June 30, 2025. The interest for every 10 "Nine Strong Convertible Bonds" (face value 1,000.00 yuan) is RMB 10.00 (including tax).
Section 7. Convening of Bondholders’ Meetings In 2025, the issuer did not have any events that required the convening of a bondholders’ meeting, and no bondholders’ meeting was held.
Section 8 Analysis of issuer’s willingness to repay debt and debt repayment ability
1. Analysis of debt repayment willingness
During the reporting period, the issuer repaid principal and interest on time, and there was no default or delay in payment. The issuer has a strong willingness to repay debts.
2. Debt solvency analysis
In the past two years, the issuer's main solvency indicators are as shown in the following table:
Main financial indicators End of 2025 End of 2024 Increase or decrease in asset-liability ratio for this period compared with the same period last year 25.13% 25.87%, a decrease of 0.74 percentage points Current ratio 12.84 9.28 38.36% Quick ratio 11.75 8.49 38.40%
From the perspective of short-term indicators, the company's current ratio at the end of the past two years was 9.28 and 12.84, respectively, and the quick ratio was 8.49 and 11.75 respectively. The current ratio and quick ratio at the end of 2025 increased by 38.36% and 38.40% respectively compared with the end of 2024. Short-term solvency has been significantly enhanced. From the perspective of long-term indicators, the company's asset-liability ratios in the past two years have been 25.87% and 25.13% respectively. The asset-liability ratio at the end of 2025 will decrease by 0.74 percentage points from the end of 2024, and the long-term debt repayment structure has been further optimized.
In 2025, the company achieved operating income of 1,355,507,300 yuan, a year-on-year decrease of 18.29%, which was mainly affected by changes in industry policies and value-added tax rates; net profit attributable to shareholders of listed companies was 189,874,200 yuan, a year-on-year decrease of 64.35%; total owner equity attributable to shareholders of listed companies was 3,788,015,500 yuan, a decrease of 8.47% from the end of the previous year. The company's performance decline is mainly affected by two factors: first, the in vitro diagnostic industry is affected by policies such as centralized procurement, DRG/DIP payment reform and mutual recognition of test results, and operating income has declined year-on-year; second, the company has made a goodwill impairment provision of 175 million yuan for its subsidiary Meichuang Company, which has a greater impact on the net profit attributable to the parent company.
Generally speaking, during the reporting period, the company's short-term solvency continued to increase, the asset-liability ratio further decreased, and the long-term financial structure was stable. Although performance is under pressure in 2025 due to factors such as industry policies and goodwill impairment, the company's solvency has not experienced major adverse changes.
Section 9 Tracking Rating of this Bond
China Securities Pengyuan Credit Rating Co., Ltd. issued the "2022 Tracking Rating Report on the Issuance of Convertible Corporate Bonds by Beijing Jiuqiang Biotechnology Co., Ltd. GEM to Unspecified Objects on July 29, 2022" (Zhongpeng Credit Rating [2022] Tracking No. [1343] 01), the company's main credit rating is maintained as "AA-"; the rating outlook is "stable"; the "Nine Top Convertible Bonds" bond credit rating is maintained as "AA-". The rating results this time have not changed from the previous one.
China Securities Pengyuan Credit Rating Co., Ltd. issued the "2023 Tracking Rating Report on the Issuance of Convertible Corporate Bonds to Unspecified Objects by Beijing Jiuqiang Biotechnology Co., Ltd.'s Growth Enterprise Market" on June 16, 2023 (Zhongpeng Credit Rating [2023] Tracking No. [466] 01), the company's main credit rating is maintained as "AA-"; the rating outlook is "stable"; the "Nine Top Convertible Bonds" bond credit rating is maintained as "AA-". The rating results this time have not changed from the previous one.
China Securities Pengyuan Credit Rating Co., Ltd. issued the "2024 Tracking Rating Report on the Issuance of Convertible Corporate Bonds by Beijing Jiuqiang Biotechnology Co., Ltd. GEM to Unspecified Objects on the Growth Enterprise Market in 2022" on June 27, 2024 (Zhongpeng Credit Rating [2024] Tracking No. [649] 01), the company's main credit rating is maintained as "AA-"; the rating outlook is "stable"; the "Nine Top Convertible Bonds" bond credit rating is maintained as "AA-". The rating results this time have not changed from the previous one.
CSI Pengyuan Credit Rating Co., Ltd. issued the "2025 Tracking Rating Report on Related Bonds of Beijing Jiuqiang Biotechnology Co., Ltd." (Zhongpeng Credit Rating [2025] Tracking No. [439] No. 01) on June 25, 2025, maintaining the company's main credit rating as "AA-"; the rating outlook is "stable"; maintaining the credit rating of the "Jiuqiang Convertible Bonds" bond as "AA-". The rating results this time have not changed from the previous one.
CSI Pengyuan Credit Rating Co., Ltd. issued the "2026 Tracking Rating Report on Related Bonds of Beijing Jiuqiang Biotechnology Co., Ltd." (Zhongpeng Credit Rating [2026] Tracking No. [219] No. 01) on June 24, 2026, maintaining the company's main credit rating as "AA-"; the rating outlook is "stable"; maintaining the credit rating of the "Jiuqiang Convertible Bonds" bond as "AA-". The rating results this time have not changed from the previous one.
Section 10 Other matters that have a significant impact on the equity of bondholders
- Whether major events occurred in the bond trustee management agreement and Article 12 of the Code of Conduct for Corporate Bond Trustee Managers
According to Article 3.4 of the "Bond Trusteeship Agreement Regarding the Issuance of Convertible Corporate Bonds to Unspecified Objects" signed by the issuer and CICC, Party A refers to the issuer of this convertible bond unless otherwise specified: "During the duration of this bond, if any of the following events occurs, Party A shall notify Party B in writing within three (3) working days, and continue to notify Party B in writing of the progress and results of the event as required by Party B:
(1) Party A’s company name changes, and there are major changes in the equity structure, business policies, business scope, or external conditions for production and operation;
(2) Party A’s main assets that may affect its solvency are seized, detained, or frozen;
(3) Party A sells, transfers, mortgages, pledges, scraps, transfers major assets for free, makes major investments, or undergoes major asset restructuring; or Party A loses actual control over important subsidiaries;
(4) Party A gives up creditor's rights, property or other matters that cause the issuer to suffer significant losses exceeding 10% of its net assets at the end of the previous year;
(5) Party A’s cumulative new borrowings or external guarantees in the current year exceed 20% of the net assets at the end of the previous year, or the one-time assumption of other people’s debts exceeds 10% of the net assets at the end of the previous year;
(6) Party A defaults on failing to repay due debts; or Party A transfers bond repayment obligations;
(7) Party A is involved in major litigation or arbitration matters, has been subject to criminal penalties, major administrative penalties, administrative regulatory measures, bond business-related sanctions issued by market self-regulatory organizations, or has committed serious breach of trust;
(8) Party A distributes dividends, makes decisions on capital reduction, merger, division, dissolution, and application for bankruptcy, or enters bankruptcy proceedings in accordance with the law or is ordered to close down;
(9) The issuer or its directors, supervisors, senior managers or persons performing equivalent duties are suspected of committing crimes or major illegal or dishonest acts, or the issuer's directors, supervisors, senior managers or persons performing equivalent duties are unable to perform their duties or there are major changes;
(10) Party A is suspected of violating laws, regulations, or committing crimes and is investigated in accordance with the law. Party A's legal representative, controlling shareholder, actual controller, director, supervisor, and senior management personnel are suspected of violating laws, regulations, or committing crimes and are investigated by the competent authorities, subject to compulsory measures in accordance with the law, or have serious breach of trust;
(11) Party A undergoes major changes that may cause it to fail to meet the bond listing conditions;
(12) There is a change in the credit rating of Party A’s entity or bond;
(13) Significant changes in the guarantor (if any), collateral (if any) or other debt repayment guarantees (if any);
(14) Party A fails or is expected to be unable to pay the interest and/or principal of this bond on time and in full;
(15) Party A proposes major debt restructuring plans and other matters that may lead to major adverse changes in debt solvency;
(16) The trading or listing services for this bond may be terminated;
(17) Any of Party A’s documents contains false records, misleading statements or major omissions;
(18) Any securities of Party A or its subsidiaries within the scope of consolidated statements may be or have been terminated from providing trading or listing/transfer services;
(19) Party A’s controlling shareholders, actual controllers, more than one-third of the directors, more than two-thirds of the supervisors, chairman of the board, general manager or persons with equivalent responsibilities change; Party A’s legal representative, chairman, general manager or persons with equivalent responsibilities are unable to perform their duties;
(20) Party A intends to change or fails to perform the provisions of the prospectus;
(21) Party A plans to change the financial report audit institution, bond trustee or institution with equivalent responsibilities, or credit rating agency;
(22) Party A’s equity and operating rights involve entrusted management;
(23) Party A is involved in market rumors that need to be explained;
(24) Major events specified in paragraph 2 of Article 80 and paragraph 2 of Article 81 of the Securities Law of the People's Republic of China;
(25) If Party A’s shares change due to allotment of shares, additional issuance, bonus shares, dividend distribution, split, capital reduction and other reasons, the conversion price needs to be adjusted, or the conversion price needs to be revised in accordance with the downward revision clause of the conversion price stipulated in the prospectus;
(26) The redemption conditions specified in the prospectus are triggered, and Party A decides to redeem or not to redeem;
(27) The cumulative amount of convertible bonds converted into stocks reaches 10% of the total number of shares issued by Party A before the conversion of convertible bonds begins;
(28) The total amount of unconverted convertible bonds is less than 30 million yuan;
(29) The convertible bond guarantor (if any) undergoes major asset changes, major litigation, mergers, divisions, etc.;
(30) Other matters that should be disclosed as stipulated in the prospectus or promised by the company, or other matters that have a significant impact on the investment decisions of bondholders or the rights and interests of bondholders; or
(31) Other situations stipulated in laws, regulations and rules. "
According to Article 12 of the "Code of Conduct for Corporate Bond Trustees" of the Securities Association of China: "During the duration of the corporate bond, the trustee shall continue to pay attention to the credit status of the issuer and monitor whether the issuer has the following major events:
(1) The name of the issuer changes, the equity structure or production and operation conditions undergo major changes;
(2) The issuer changes its financial report auditing agency and credit rating agency;
(3) More than one-third of the issuer’s directors, more than two-thirds of its supervisors, chairman of the board, general manager or persons with equivalent responsibilities have changed;
(4) The issuer’s legal representative, chairman, general manager or persons with equivalent responsibilities are unable to perform their duties;
(5) The issuer’s controlling shareholder or actual controller changes;
(6) The issuer undergoes major asset mortgage, pledge, sale, transfer, scrapping, free transfer, major investment behavior or major asset restructuring;
(7) The issuer suffers a significant loss exceeding 10% of its net assets at the end of the previous year;
(8) The issuer gives up its creditor's rights or its property exceeds 10% of its net assets at the end of the previous year;
(9) The issuer’s equity and operating rights involve entrusted management;
(10) The issuer loses actual control over important subsidiaries;
(11) The issuer or bond credit rating changes, or the bond guarantee situation changes;
(12) The issuer transfers bond repayment obligations;
(13) The issuer's one-time assumption of other people's debts exceeds 10% of its net assets at the end of the previous year, or its new loans or external guarantees exceed 20% of its net assets at the end of the previous year;
(14) The issuer fails to pay off due debts or conduct debt restructuring;
(15) The issuer is investigated by the competent authority for suspected violations of laws and regulations, subject to criminal penalties, major administrative penalties or administrative regulatory measures, bond business-related sanctions imposed by market self-regulatory organizations, or has serious breach of trust;
(16) The issuer’s legal representative, controlling shareholder, actual controller, director, supervisor, and senior management personnel are suspected of violating laws and regulations and are investigated and taken compulsory measures by the competent authorities, or have serious breach of trust;
(17) The issuer is involved in major litigation or arbitration matters;
(18) The issuer’s assets that may affect its solvency are seized, detained or frozen;
(19) The issuer distributes dividends, makes decisions on capital reduction, merger, division, dissolution, and application for bankruptcy, or enters bankruptcy proceedings in accordance with the law and is ordered to close down;
(20) The issuer is involved in market rumors that need to be explained;
(21) Other matters that should be disclosed as stipulated in the prospectus or promised by the issuer;
(22) Other matters that may affect the issuer's solvency or the equity of bondholders.
When the above circumstances occur, the trustee shall perform the trustee management duties in accordance with regulations and agreements. "According to the "Announcement of Beijing Jiuqiang Biotechnology Co., Ltd. on the Price Adjustment of Jiuqiang Convertible Bonds" disclosed by the company on April 23, 2025, the company was due to implement the 2024 The annual equity distribution adjusts the conversion price of the "Nine Strong Convertible Bonds". This conversion price adjustment will not have a significant adverse impact on the "Nine Strong Convertible Bonds"; according to the "Announcement of Beijing Jiuqiang Biotechnology Co., Ltd. on the completion of the repurchase and cancellation of some restricted stocks" and the "Beijing Jiuqiang Biotechnology Co., Ltd.'s announcement on the completion of the repurchase and cancellation of some restricted stocks" disclosed by the company on July 22, 2025 "Announcement on the Adjustment of the Conversion Price of the "Bond", the company adjusted the conversion price of the "Nine Convertible Bonds" due to the repurchase and cancellation of restricted stocks. This conversion price adjustment does not have a major adverse impact on the "Nine Convertible Bonds"; according to the "Announcement of Beijing Jiuqiang Biotechnology Co., Ltd. on the Adjustment of the Conversion Price of the Nine Convertible Bonds" disclosed by the company on August 28, 2025, the company due to the implementation The 2025 semi-annual equity distribution will adjust the conversion price of the "Nine Strong Convertible Bonds". This conversion price adjustment will not have a significant adverse impact on the "Nine Strong Convertible Bonds"; according to the "Announcement of Beijing Jiuqiang Biotechnology Co., Ltd. on the Adjustment of the Conversion Price of the Nine Strong Convertible Bonds" disclosed by the company on November 19, 2025, the company will be affected by the implementation of the 2025 The second interim equity distribution of the year adjusted the conversion price of the "Nine Strong Convertible Bonds". This conversion price adjustment will not have a major adverse impact on the "Nine Strong Convertible Bonds". As the trustee of this bond, CICC has issued a temporary trustee management report on the above matters and has reminded investors to pay attention to the risks related to this bond.
Apart from this, the issuer did not have any other major events listed in Article 3.4 of the "Bond Trusteeship Agreement Regarding the Issuance of Convertible Corporate Bonds to Unspecified Objects" and Article 12 of the "Code of Conduct for Corporate Bond Trustees" this year.
2. Adjustment of stock conversion price
With the approval of the China Securities Regulatory Commission's Zhengjian Xu [2022] No. 1081 document, the company issued 11.39 million convertible corporate bonds to unspecified objects on June 30, 2022, with a face value of 100 yuan each, and a total issuance of 1.139 billion yuan. The company's 1.139 billion yuan convertible corporate bonds will be listed for trading on the Shenzhen Stock Exchange on July 20, 2022. The bond is referred to as "Nine Convertible Bonds" and the bond code is "123150". The duration of Jiuqiang Convertible Bonds is 6 years, and the start and end date of conversion is from January 6, 2023 to June 29, 2028. The initial conversion price is 17.63 yuan/share.
- Stock conversion price adjustment on May 22, 2023
The company's annual equity distribution plan for 2022 is as follows: According to the "Implementation Rules for Share Repurchases by Listed Companies on the Shenzhen Stock Exchange", shares in the special repurchase account do not have the right to profit distribution. Therefore, the 2,867,000 repurchased shares in the company's special repurchase account will not participate in this equity distribution. The total amount of the company's actual cash dividend this time = the actual distributed share capital × distribution ratio, that is, 58,598,202.80 yuan = 585,982,028 shares (the total share capital is 588,849,028 shares minus the 2,867,000 shares that the company's special securities account for repurchase does not participate in the distribution) x 0.1000000 yuan/share. Since the company repurchases shares and does not participate in dividends, after the implementation of this equity distribution, according to the principle of unchanged stock market value, the company's total share capital will remain unchanged before and after the implementation of equity distribution, and the proportion of total cash dividends distributed to each share will decrease. Therefore, when calculating the ex-rights and ex-dividend price after the implementation of this equity distribution, the cash dividend per share should be calculated at 0.0995131 yuan per share. (Cash dividend per share = total cash dividends/total share capital, that is, 0.0995131 yuan/share = 58,598,202.80 yuan ÷588,849,028). For details, please refer to the "2022 Annual Equity Distribution Implementation Announcement" disclosed by the company on the cninfo.com (http://www.cninfo.com.cn) on May 15, 2023 (announcement number: 2023-039).
According to the relevant provisions of the Prospectus and the above-mentioned profit distribution plan, the company will adjust the conversion price of the "Nine Convertible Bonds". The specific adjustments are as follows:
P1=P0-D
=17.63-0.0995131
=17.5304869
≈17.53 (retain to 2 decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, and D is the cash dividend per share. In summary, the conversion price of the "Nine Strong Convertible Bonds" will be adjusted from the original 17.63 yuan/share to 17.53 yuan/share. The adjusted conversion price will take effect from May 22, 2023 (the ex-rights and ex-dividend date of equity distribution).
- Stock conversion price adjustment on July 6, 2023
With the approval of the China Securities Regulatory Commission's "Reply on the Registration of Beijing Jiuqiang Biotechnology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Objects" (CSRC License [2022] No. 1081), the company was registered in 2022 On June 30, 11,390,000 convertible corporate bonds were issued to unspecified objects. The issuance price was RMB 100 per bond, issued at face value, and a total of RMB 1,139,000,000.00 was raised. Convertible corporate bonds will be listed on the Shenzhen Stock Exchange on July 20, 2022, with the bond code "123150" and the bond's abbreviation as "Nine Convertible Bonds". The conversion period starts from the first trading day (January 6, 2023) six months after the issuance of the convertible bonds (July 6, 2022) and ends on the maturity date of the convertible bonds (June 29, 2028). As of April 18, 2023, the cumulative number of shares converted into the above-mentioned convertible bonds was 6,728 shares. Accordingly, the total number of company shares increased by 6,728 shares.
The company held the 30th meeting of the fourth board of directors on April 19, 2023, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Part of the Restricted Stocks of the Fourth Phase of the Restricted Stock Incentive Plan". It was agreed that the company would repurchase and cancel 1,420,905 restricted shares of the fourth phase of the restricted stock incentive plan that have been granted but have not been released from sale, with a repurchase price of 7.64 yuan per share.
According to relevant regulations such as the "Measures for the Administration of Equity Incentives for Listed Companies", "Shenzhen Stock Exchange GEM Listed Companies Self-Regulatory Guide No. 1 - Business Processing", "The Fourth Restricted Stock Incentive Plan (Draft)" and other relevant regulations, based on the company's 2021 operating income (the "operating income" indicator is based on the main business income of the audited consolidated statement, excluding the operating income achieved by Fuzhou Maixin Biotechnology Development Co., Ltd.), the operating income growth rate in 2022 is less than 16%. The Company's fourth phase of the Restricted Stock Incentive Plan granted for the first time and reserved for the second unlocking period the company-level performance assessment did not meet the standards, and two of the incentive objects granted for the first time have resigned due to personal reasons and are no longer eligible for incentive objects. The company plans to respond accordingly Repurchased and canceled 1,129,732 restricted shares that were first granted under this incentive plan but have not yet been released from sale restrictions, of which 1,106,431 shares were canceled due to failure to meet company-level performance assessment standards, and 23,301 shares were canceled due to resignation. At the same time, it is planned to repurchase and cancel 291,173 restricted shares that have been reserved for grant under this incentive plan but have not yet been released from sale restrictions, with a repurchase price of 7.64 yuan per share. For details, please refer to the "Announcement on the Repurchase and Cancellation of Part of the Restricted Stocks of the Fourth Restricted Stock Incentive Plan" (Announcement Number: 2023-025) and the "Announcement on Changing the Registered Capital and Amending the Articles of Association" (Announcement Number: 2023-026) disclosed by the company on April 20, 2023 on the GEM information disclosure website designated by the China Securities Regulatory Commission (www.cninfo.com.cn).
According to the relevant provisions of the Prospectus, the conversion price adjustment does not include the increase in equity capital due to the conversion of the convertible bonds. At the same time, if the company implements the repurchase and cancellation of shares, the adjustment formula for the issuance of new shares or rights issue will be applicable to the matter, and the company will adjust the conversion price of the "Nine Top Convertible Bonds". The total share capital before the cancellation was 589,866,309 shares, and the shares canceled accounted for 0.2409% of the total share capital before the cancellation. The specific adjustments are as follows: P0=17.53 yuan/share
A=7.64 yuan/share
k=1,420,905/589,866,309=-0.2409%
P1=(P0+A×k)/(1+k)
=(17.53+7.64×(-0.2409%))/(1-0.2409%)
=17.553881145735
≈17.55 yuan/share (retain to two decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the bonus share or share capital increase rate, A is the new share price or allotment price, k is the new share issuance or allotment rate, and D is the cash dividend per share. In summary, the conversion price of the "Nine Strong Convertible Bonds" will be adjusted from the original 17.53 yuan/share to 17.55 yuan/share. The adjusted conversion price will take effect from July 6, 2023.
- Stock conversion price adjustment on May 7, 2024
The company's annual equity distribution plan for 2023 is as follows: According to the "Implementation Rules for Share Repurchases by Listed Companies on the Shenzhen Stock Exchange", shares in the special repurchase account do not have the right to profit distribution. Therefore, the 1,308,407 repurchased shares in the company's special repurchase account will not participate in this equity distribution. The total amount of actual cash dividends distributed by the company = actual distributed share capital × distribution ratio, that is, 117,427,569.20 yuan = 587,137,846 shares × 0.2000000 yuan/share. Since the company repurchases shares and does not participate in dividends, after the implementation of this equity distribution, according to the principle of unchanged stock market value, the company's total share capital will remain unchanged before and after the implementation of equity distribution, and the proportion of total cash dividends distributed to each share will decrease. Therefore, when calculating the ex-rights and ex-dividend price after the implementation of this equity distribution, the cash dividend per share should be calculated at 0.1995553 yuan/share. (Cash dividend per share = total cash dividends/total share capital, that is, 0.1995553 yuan/share = 117,427,569.20 yuan ÷588,446,253). For details, please refer to the "2023 Annual Equity Distribution Implementation Announcement" disclosed by the company on April 24, 2024 on the cninfo website (http://www.cninfo.com.cn) (announcement number: 2024-032).
According to the relevant provisions of the Prospectus and the above-mentioned profit distribution plan, the company will adjust the conversion price of the "Nine Convertible Bonds". The specific adjustments are as follows:
P1=P0-D
=17.55-0.1995553
=17.3504447
≈17.35 (retain two decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, and D is the cash dividend per share. In summary, the conversion price of the "Nine Strong Convertible Bonds" will be adjusted from the original 17.55 yuan/share to 17.35 yuan/share. The adjusted conversion price will take effect from May 7, 2024 (the ex-rights and dividend date of equity distribution).
- Stock conversion price adjustment on May 6, 2025
The company's annual equity distribution in 2024 is as follows: The 3,544,084 shares in the special repurchase account repurchased by the company through centralized bidding transactions will not participate in the 2024 annual profit distribution in accordance with the law. Distribution, the total amount of actual cash dividends distributed by the company = actual participating share capital × distribution ratio, that is, 233,913,004.00 yuan = 584,782,510 shares × 0.4000000 yuan/share. Since the company repurchases shares and does not participate in dividends, after the equity distribution is implemented, based on the principle of unchanged stock market value, the company's total share capital remains unchanged before and after the equity distribution is implemented, and the proportion of total cash dividends distributed to each share will decrease. Therefore, when calculating the ex-rights and dividend price after the equity distribution is implemented, the cash dividend per share should be calculated at 0.3975903 yuan per share. (Cash dividend per share = total cash dividends/total share capital, that is, 0.3975903 yuan/share = 233,913,004.00 yuan ÷ 588,326,594 shares). For details, please refer to the "2024 Annual Equity Distribution Implementation Announcement" disclosed by the company on April 23, 2025 on cninfo.com (http://www.cninfo.com.cn) (announcement number: 2025-034).
According to the relevant provisions of the Prospectus and the above-mentioned distribution plan, the company adjusted the conversion price of the "Nine Strong Convertible Bonds". The specific adjustments are as follows:
P1=P0-D
=17.35-0.3975903
=16.9524097
≈16.95 (retain two decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, and D is the cash dividend per share.
In summary, the conversion price of the "Nine Strong Convertible Bonds" has been adjusted from the original 17.35 yuan/share to 16.95 yuan/share. The adjusted conversion price will take effect from May 6, 2025 (the ex-dividend date of equity distribution).
- Stock conversion price adjustment on July 23, 2025
According to the "Announcement of Beijing Jiuqiang Biotechnology Co., Ltd. on the completion of the repurchase and cancellation of some restricted stocks" disclosed by the company on July 22, 2025 (announcement number: 2025-054), the company's relevant repurchase and cancellation involved 51 people, and the total number of shares repurchased and canceled was 2,017,966 shares, accounting for 0.34% of the company's total share capital of 588,326,594 shares before cancellation. In the fifth phase of the restricted stock incentive plan, 16,817 restricted shares were repurchased and canceled due to the resignation of the incentive targets, and the repurchase price was 9.32 yuan/share. In addition, due to company-level performance assessment failure to meet the standards, 2,001,149 restricted shares were repurchased and canceled for the first time granted for the second lifting period and reserved for the first lifting period. Among them, 1,832,988 shares were first granted at a repurchase price of 9.32 yuan/share; 168,161 shares were reserved for granting at a repurchase price of 9.20 yuan/share. In summary, a total of 2,017,966 restricted shares are planned to be repurchased and canceled this time. The company has paid a total repurchase price of RMB 18,787,263.80 in the form of monetary funds. After review and confirmation by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the company's share repurchase was completed on July 22, 2025. After the cancellation is completed, the company's total share capital will be reduced to 586,308,628 shares.
According to the relevant provisions of the Prospectus and the above-mentioned cancellation of repurchased shares, the company adjusted the conversion price of the "Nine Strong Convertible Bonds". The specific adjustments are as follows:
P1=(P0+A×k)/(1+k)
Among them: P0 is the conversion price before adjustment, k is the issuance of new shares or allotment rate, A is the new share price or allotment price, and P1 is the conversion price after adjustment.
P0=16.95 yuan/share
A1=9.32, k1=-(16,817+1,832,988)/587,301,124= -0.315%
A2=9.20,k2=-168,161/587,301,124= -0.029%
The total share capital in the above k value is calculated based on the total number of shares of 587,301,124 shares before the implementation of this restricted stock repurchase and cancellation and does not take into account the increase in share capital due to the conversion of convertible corporate bonds issued by the company.
P1=(P0+A1×k1+A2×k2)/(1+k1+k2)=16.98 yuan/share (rounded to two decimal places)
In summary, the conversion price of the "Nine Strong Convertible Bonds" has been adjusted from the original 16.95 yuan/share to 16.98 yuan/share. The adjusted conversion price will take effect from July 23, 2025.
- Stock conversion price adjustment on September 5, 2025
The company's profit distribution plan for the first half of 2025 is: the company's existing total share capital of 586,308,628 shares minus the company's special repurchase securities account that does not participate in the distribution of 3,544,084 shares, 582 ,764,544 shares as the base number, a cash dividend of RMB 3.000000 (tax included) will be distributed to all shareholders for every 10 shares, and a total cash dividend of RMB 174,829,363.20 (tax included) will be distributed. When calculating the ex-rights and dividend price after the implementation of this equity distribution, cash dividends for every 10 shares (including tax) are converted based on the company's total share capital (including repurchased shares) = actual total cash dividends/total share capital × 10 = 174,829,363.20 yuan / 586,308,628 shares × 10 = 2.981865 yuan (six decimal places are retained, and the last digit is directly intercepted without rounding). After the implementation of this equity distribution, the ex-rights and ex-dividend reference price = the closing price on the day before the ex-rights and ex-dividend date - the cash dividend per share converted based on the total equity = the closing price on the day before the ex-rights and ex-dividend date - 0.2981865 yuan. For specific content, please refer to the "Beijing Jiuqiang Biotechnology Co., Ltd. 2025 Semi-annual Equity Distribution Implementation Announcement" disclosed by the company on August 28, 2025 on the Cninfo Network (http://www.cninfo.com.cn) (announcement number: 2025-066).
According to the relevant provisions of the Prospectus and the above-mentioned distribution plan, the company adjusted the conversion price of the "Nine Strong Convertible Bonds". The specific adjustments are as follows:
P1=P0-D
=16.98-0.2981865
=16.6818135
≈16.68 (retain two decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, and D is the cash dividend per share.
In summary, the conversion price of the "Nine Strong Convertible Bonds" has been adjusted from the original 16.98 yuan/share to 16.68 yuan/share. The adjusted conversion price will take effect from September 5, 2025 (the ex-dividend date of equity distribution).
- Stock conversion price adjustment on November 27, 2025
The company's second interim profit distribution plan for 2025 is: the company's existing total share capital of 586,308,628 shares minus the company's special repurchase securities account that does not participate in the distribution of 3,544,084 shares, 58 Based on 2,764,544 shares, a cash dividend of RMB 2.000000 (tax included) will be distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 116,552,908.80 (tax included). Since the 3,544,084 shares in the company's special repurchase account will not participate in the second interim profit distribution in 2025, after the implementation of this equity distribution, according to the principle of unchanged stock market value, the company's total share capital will remain unchanged before and after the equity distribution is implemented, and the proportion of total cash dividends distributed to each share will be reduced. , therefore, when calculating the ex-rights and dividend price after the implementation of this equity distribution, cash dividends per 10 shares (including tax) will be calculated based on the company’s total share capital (including repurchased shares) = actual total cash dividends / total share capital × 10 = 116,552,908.80 yuan / 586,308,628 shares × 10 = 1.987910 yuan (retain to six decimal places, the last digit is directly intercepted and not rounded). After the implementation of this equity distribution, the ex-rights and ex-dividend reference price = the closing price on the day before the ex-rights and ex-dividend date - the cash dividend per share converted based on the total equity = the closing price on the day before the ex-rights and ex-dividend date - 0.1987910 yuan. For specific content, please refer to the "Beijing Jiuqiang Biotechnology Co., Ltd.'s 2025 Second Interim Equity Distribution Implementation Announcement" disclosed by the company on the Cninfo Network (http://www.cninfo.com.cn) on November 19, 2025 (announcement number: 2025-109).
According to the relevant provisions of the Prospectus and the above-mentioned distribution plan, the company adjusted the conversion price of the "Nine Strong Convertible Bonds". The specific adjustments are as follows:
P1=P0-D
=16.68-0.1987910
=16.4812090
≈16.48 (retain two decimal places)
Among them: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, and D is the cash dividend per share.
In summary, the conversion price of the "Nine Strong Convertible Bonds" has been adjusted from the original 16.68 yuan/share to 16.48 yuan/share. The adjusted conversion price will take effect from November 27, 2025 (the ex-rights and ex-dividend date of equity distribution).
3. Redemption, downward revision of conversion price and execution of sell-back clauses
From April 7, 2025 to May 9, 2025, the company's stock price has been lower than 85% of the current conversion price for at least fifteen of the thirty consecutive trading days. Due to the implementation of the 2024 annual equity distribution, the conversion price of the "Top Nine Convertible Bonds" has been reduced from 17.35 yuan/share to 16.95 yuan/share. The adjusted conversion price will be reduced from 2025 to 2025. Effective from May 6th. On the trading day before the conversion price adjustment date, it is calculated based on the conversion price and closing price before the adjustment (that is, the price that triggers the downward revision condition is less than 14.75 yuan/share). On the conversion price adjustment day and the trading days after it, it is calculated based on the adjusted conversion price and closing price (that is, the price that triggers the downward revision condition is less than 14.41 yuan/share). The downward revision of the conversion price stipulated in the "Prospectus" of the "Top Nine Convertible Bonds" has been triggered. The company's board of directors comprehensively considered the company's basic situation, stock price trends, market environment and other factors, as well as its confidence in the company's long-term stable development and intrinsic value. In order to protect the interests of all investors, the company's board of directors decided not to revise downward the conversion price of the "Top Nine Convertible Bonds" this time. At the same time, within the next three months after this board of directors review and approval (i.e., from May 10, 2025 to August 9, 2025), if the downward revision clause of the conversion price of the "Nine Top Convertible Bonds" is triggered again, no downward revision plan will be proposed. The next period for triggering the conversion price correction conditions will restart from August 11, 2025 (the first trading day after the expiration of the period of non-amendment of the conversion price). If the downward revision clause of the conversion price of the "Nine Top Convertible Bonds" 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 conversion price of the "Nine Top Convertible Bonds".
From August 27, 2025 to September 18, 2025, the company's stock price has been lower than 85% of the current conversion price for at least fifteen trading days out of thirty consecutive trading days (from August 27, 2025 to September 4, 2025, it was 14.43 yuan/share, and from September 5, 2025, it was 14.43 yuan/share. 14.18 yuan/share) has triggered the downward revision clause of the conversion price stipulated in the "Prospectus" of the "Nine Convertible Bonds". The company's board of directors comprehensively considered the company's basic situation, stock price trends, market environment and other factors, as well as its confidence in the company's long-term stable development and intrinsic value. In order to protect the interests of all investors, the company's board of directors decided not to revise downward the conversion price of the "Top Nine Convertible Bonds" this time. At the same time, within the next 6 months after this board of directors' review and approval (i.e., from September 19, 2025 to March 18, 2026), if the downward revision clause of the conversion price of the "Top Nine Convertible Bonds" is triggered again, no downward revision plan will be proposed. The next period for triggering the conversion price correction conditions will restart from March 19, 2026 (the first trading day after the expiration of the period without correction of the conversion price). If the downward revision clause of the conversion price of the "Nine Top Convertible Bonds" 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 conversion price of the "Nine Top Convertible Bonds".
4. Others
As of the date of issuance of this trustee management report, the issuer's dedicated person responsible for matters related to the top nine convertible bonds has not changed, and does not involve other obligations stipulated in the prospectus.
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(This page has no text, but is the stamped page of the "Trust Management Report on the Issuance of Convertible Corporate Bonds to Unspecified Objects by Beijing Jiuqiang Biotechnology Co., Ltd. (2025)")
Bond trustee: China International Capital Corporation
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