/Yaoshi Technology: The fifteenth reminder announcement regarding the early redemption of Yaoshi Convertible Bonds

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Yaoshi Technology: The fifteenth reminder announcement regarding the early redemption of Yaoshi Convertible Bonds

Shenzhen Stock Exchange

2025/09/05

Securities code: 300725 Securities abbreviation: Yaoshi Technology Announcement number: 2025-079 Bond code: 123145 Bond abbreviation: Yaoshi Convertible Bonds

Nanjing Yaoshi Technology Co., Ltd.

The fifteenth reminder announcement regarding the early redemption of Yaoshi Convertible Bonds

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.

Special tips:

Redemption price of "Yao Shi Convertible Bond": 100.62 yuan/piece (face value of the bond plus current accrued interest, current annual interest rate is 1.5%, and current interest includes tax). The redemption price after tax deduction is based on the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "China Clearing").
Date when redemption conditions are met: August 14, 2025
Trading suspension date: September 15, 2025
Redemption registration date: September 17, 2025
Date to stop converting shares: September 18, 2025
Redemption date: September 18, 2025
Issuer’s fund arrival date (arrived in China Settlement Account): September 23, 2025
Date of arrival of investor redemption funds: September 25, 2025
Redemption Category: All Redemptions
After this redemption is completed, the "Yaoshi Convertible Bonds" will be delisted from the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange"). If the "Yao Shi Convertible Bonds" held by bondholders are pledged or frozen, it is recommended to unpledge or freeze them before the date when the conversion is stopped, so as to avoid being redeemed due to the inability to convert into shares.
If bond holders transfer shares, they need to open GEM trading permissions. Investors who do not meet the GEM stock suitability management requirements cannot convert their "Yao Shi Convertible Bonds" into stocks. Investors are specifically reminded to pay attention to the risks of not being able to convert shares.
Risk warning: According to the arrangement, the "Yao Shi Convertible Bonds" that have not been converted into shares as of the market close on September 17, 2025 will be forcibly redeemed at a price of 100.62 yuan per piece. Since there is a large difference between the current secondary market price of "Yao Shi Convertible Bonds" and the redemption price, holders of "Yao Shi Convertible Bonds" are particularly reminded to pay attention to converting shares within the time limit. If investors fail to convert shares in time, they may face losses. Investors are advised to pay attention to investment risks.

From July 25, 2025 to August 14, 2025, the closing price of Nanjing Yaoshi Technology Co., Ltd. (hereinafter referred to as the "Company") stock has been no less than 130% (i.e. 43.69) of the current conversion price of Yaoshi Convertible Bonds on at least fifteen trading days in any thirty consecutive trading days. yuan/share), triggers the conditional redemption clause in the "Prospectus of Nanjing Yaoshi Technology Co., Ltd. to issue convertible corporate bonds to unspecified objects and list on the GEM" (hereinafter referred to as the "Prospectus").

The company held the ninth meeting of the fourth session of the Board of Directors on August 14, 2025, and reviewed and approved the "Proposal on Early Redemption of Yaoshi Convertible Bonds". In order to reduce the company's financial expenses and capital costs, and based on current market conditions, after careful consideration, the company's board of directors agreed to exercise the right of early redemption of "Yaoshi Convertible Bonds" and authorized the company's management to be responsible for all matters related to the subsequent redemption of "Yaoshi Convertible Bonds". The relevant matters regarding the early redemption of "Yao Shi Convertible Bonds" are hereby announced as follows:

1. Basic information on convertible corporate bonds

(1) Issuance of convertible bonds

With the approval of the China Securities Regulatory Commission’s “Reply on the Registration of Nanjing Yaoshi Technology Co., Ltd.’s Issuance of Convertible Corporate Bonds to Unspecified Objects” (CSRC License [2022] No. 622), the company issued 11.5 million convertible corporate bonds to unspecified objects on April 20, 2022, with an issuance price of 100 face value each. Yuan, issued at par value, raising a total of RMB 1,150,000,000.00.

(2) Listing status of convertible bonds

With the consent of the Shenzhen Stock Exchange, the company's convertible corporate bonds will be listed for trading on the Shenzhen Stock Exchange on May 18, 2022. The bond code is "123145" and the bond is referred to as "Yaoshi Convertible Bonds".

(3) Conversion period of convertible bonds into shares

According to the provisions of the Prospectus, the conversion period of the convertible bonds issued this time starts from the first trading day (October 26, 2022) six months after the completion of the issuance of the convertible bonds and ends on the maturity date of the convertible bonds (April 19, 2028).

(4) Adjustment of convertible bond conversion price

The initial conversion price of the convertible corporate bonds issued this time is 92.98 yuan/share.
The company's 2021 Annual General Meeting of Shareholders held on May 19, 2022, reviewed and approved the "Proposal on Repurchasing and Cancelling Restricted Stocks and Adjusting the Repurchase Price for Part of the Incentive Objects That Have Been Granted but Not Unlocked": The board of directors agreed to repurchase and cancel 41,600 restricted shares that have been granted to one incentive target but have not yet been released from restrictions. The repurchase and cancellation of this part of restricted shares was completed on June 1, 2022, and the total number of company shares changed from 199,699,696 shares to 199,658,096 shares. Due to the small number of restricted shares repurchased and canceled this time, the conversion price of Yaoshi Convertible Bonds has not been adjusted and is still 92.98 yuan per share.
The company's 2021 Annual General Meeting of Shareholders held on May 19, 2022, reviewed and approved the "Proposal on the Profit Distribution Plan for 2021": based on 199,658,096 shares, a cash dividend of RMB 1.00 (tax included) will be distributed to all shareholders for every 10 shares, and no bonus shares will be given, and no reserve funds will be converted into share capital. The dividend plan will be ex-dividend on June 13, 2022. According to the relevant regulations on convertible corporate bonds, the conversion price of Yaoshi convertible bonds will be adjusted from the original 92.98 yuan/share to 92.88 yuan/share starting from June 13, 2022.
On January 16, 2023, the company held the 13th meeting of the third board of directors, and reviewed and approved the "Proposal on Downward Revising the Conversion Price of Convertible Corporate Bonds". In view of the fact that the average trading price of the company's stock in the twenty trading days before the company's first extraordinary general meeting of shareholders in 2023 was 78.39 yuan/share, and the average trading price of the company's stock in the trading day before the shareholders' meeting was 81.54 yuan/share. The revised conversion price should not be lower than the higher of the average trading price of the company's stock on the twenty trading days before the shareholders' meeting and the average trading price of the company's stock on the previous trading day. Therefore, the company's revised downward conversion price of "Yao Shi Convertible Bonds" should not be lower than 81.54 yuan per share.
The company’s 2022 Annual General Meeting of Shareholders held on May 12, 2023, reviewed and approved the “Proposal on the Profit Distribution Plan for 2022”: Based on 199,664,217 shares, a cash dividend of RMB 1.00 (tax included) will be distributed to all shareholders for every 10 shares, and no bonus shares will be given, and no reserve funds will be converted into share capital. The dividend plan will be ex-dividend on June 13, 2023. According to the relevant regulations on convertible corporate bonds, the conversion price of Yaoshi convertible bonds will be adjusted from the original 81.54 yuan/share to 81.44 yuan/share starting from June 13, 2023.
On May 27, 2024, the company held the 33rd meeting of the third board of directors, and reviewed and approved the "Proposal on Downward Revising the Conversion Price of Convertible Corporate Bonds". In view of the fact that the average trading price of the company's stock in the twenty trading days before the company's first extraordinary general meeting of shareholders in 2024 was 33.99 yuan/share, and the average trading price of the company's stock in the trading day before the shareholders' meeting was 31.54 yuan/share. The revised conversion price should not be lower than the higher of the average trading price of the company's stock on the twenty trading days before the shareholders' meeting and the average trading price of the company's stock on the previous trading day. Therefore, the company's downwardly revised conversion price of "Yao Shi Convertible Bonds" should not be less than 33.99 yuan/share. The board of directors finally decided to revise downward the conversion price of "Yao Shi Convertible Bonds" to 34.20 yuan/share.
On May 17, 2024, the company held the 2023 Annual General Meeting of Shareholders and reviewed and approved the "Proposal on the Profit Distribution Plan for 2023". The specific plan is: as of March 31, 2024, the company's total share capital is 199,664,658 shares. After deducting 836,090 shares that have been repurchased by the company's special repurchase securities account, the base number of distributed shares is 198,828,568 shares, a cash dividend of 3.10 yuan (tax included) will be distributed to all shareholders for every 10 shares, and no capital reserve will be converted into share capital or bonus shares will be issued. The dividend plan will be ex-rights and ex-dividend on June 14, 2024. According to the relevant regulations on convertible corporate bonds, the conversion price of Yaoshi Convertible Bonds will be adjusted from the original 34.20 yuan/share to 33.89 yuan/share starting from June 14, 2024.
On May 16, 2025, the company held the 2024 Annual General Meeting of Shareholders, and reviewed and approved the "Proposal on the Profit Distribution Plan for 2024". The specific plan is: The company will convert every 10 shares of stock capital based on the current total share capital (including the shares that have been repurchased by the company's repurchase account). Cash dividend per share (including tax) = total cash dividend/current total share capital (including repurchased shares) * 10 = 55,690,186.67 yuan ÷ 199,729,969 shares * 10 shares = 2.788273 yuan (retaining six decimal places, the last digit is directly intercepted without rounding), that is, the cash dividend per share (including tax) is 0.2788273 Yuan; after the implementation of this equity distribution, the ex-rights and dividend reference price = the closing price on the trading day before the ex-rights and ex-dividend date - the cash dividend per share converted based on the current total share capital (including repurchased shares) = the closing price on the trading day before the ex-rights and ex-dividend date - 0.2788273 yuan/share. The dividend plan will be ex-dividend on May 30, 2025. According to the relevant regulations on convertible corporate bonds, the conversion price of Yaoshi Convertible Bonds will be adjusted from the original 33.89 yuan/share to 33.61 yuan/share starting from May 30, 2025.

As of the disclosure date of this announcement, the latest conversion price of "Yaoshi Convertible Bonds" is 33.61 yuan per share.

2. Convertible bond redemption terms and triggering situations

(1) Conditional redemption terms

According to the provisions of the Prospectus, the conditional redemption terms of the “Yaoshi Convertible Bonds” are as follows:

During the conversion period of the convertible bonds issued this time, when any of the following situations occurs, the company has the right to decide to redeem all or part of the unconverted convertible bonds at the price of the bond's face value plus the current accrued interest:

(1) During the share conversion period, if the closing price of the company’s A shares on at least fifteen trading days in any thirty consecutive trading days is not less than 130% (inclusive) of the current share conversion price;

(2) When the unconverted balance of the convertible bonds issued this time is less than 30 million yuan.

The calculation formula for current accrued interest is: IA=B×i×t/365

IA: refers to the accrued interest in the current period; B: refers to the total face amount of the convertible bonds to be redeemed held by the convertible bond holders of this issuance; i: refers to the coupon rate of the convertible bonds for the current year; t: refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest payment 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, and the conversion price and closing price after the adjustment will be used for the calculation on the trading day after the adjustment.

(2) Triggering of redemption clauses

From July 25, 2025 to August 14, 2025, the closing price on 15 trading days has been no less than 130% of the current conversion price of the "Yaoshi Convertible Bonds" (i.e. 43.69 yuan/share), triggering the conditional redemption clause of the "Yaoshi Convertible Bonds". According to the relevant provisions of the conditional redemption clause in the "Prospectus", the company's board of directors decided to redeem all unconverted "Yaoshi Convertible Bonds" at the price of the bond's face value (100 yuan/piece) plus current accrued interest.

3. Redemption Implementation Arrangements

(1) Redemption price and basis for determining redemption price

According to the conditional redemption terms in the Prospectus, the redemption price of "Yao Shi Convertible Bonds" is 100.62 yuan per piece. The calculation process is as follows:

The calculation formula for current accrued interest is: IA=B×i×t/365

Among them, the number of interest accrual days: the actual number of calendar days from the interest accrual start date (April 20, 2025) to the redemption date of this interest accrual year (September 18, 2025) is 151 days (the beginning is not counted)

Accrued interest for each convertible bond IA=B×i×t/365=100*1.5%*151/365≈0.62 yuan/piece

Redemption price of each bond = face value of the bond + current accrued interest = 100 + 0.62 = 100.62 yuan/piece

The redemption price after tax shall be subject to the price approved by China Clearing. The company does not withhold or remit interest income tax from holders.

(2) Redemption objects

All holders of “Yao Shi Convertible Bonds” registered in China Securities Clearing Company after the market close as of the redemption registration date (September 17, 2025).

(3) Redemption procedures and time arrangements

(1) The company will disclose a redemption reminder announcement on each trading day before the redemption date to notify holders of "Yao Shi Convertible Bonds" of matters related to this redemption.

(2) Trading of "Yao Shi Convertible Bonds" will cease from September 15, 2025.

(3) "Yaoshi Convertible Bonds" will stop converting shares starting from September 18, 2025.

(4) September 18, 2025 is the redemption date of “Yaoshi Convertible Bonds”. The company will fully redeem the "Yaoshi Convertible Bonds" registered with China Securities Clearing Company after the market closes on the redemption registration date (September 17, 2025). After the redemption is completed, the "Yaoshi Convertible Bonds" will be delisted from the Shenzhen Stock Exchange.

(5) September 23, 2025 is the day when the issuer’s funds arrive (arrives in the China Settlement Account), and September 25, 2025 is the day when the redemption money reaches the capital account of the “Yao Shi Convertible Bond” holder. At that time, the redemption money of the “Yao Shi Convertible Bond” will be directly transferred to the capital account of the “Yao Shi Convertible Bond” holder through the convertible corporate bond custodian broker.

(6) The company will publish the redemption results announcement and the delisting announcement of the convertible corporate bonds on the information disclosure media designated by the China Securities Regulatory Commission within 7 trading days after the completion of this redemption.

(7) The abbreviation of convertible corporate bonds on the last trading day: Z Stone Convertible Bonds.

(4) Consultation methods

Consulting Department: Corporate Securities Department

Consultation address: No. 81, Huasheng Road, Jiangbei New District, Nanjing City, Jiangsu Province

Consultation hotline: 025-86918230

Contact email: [email protected]

The company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, supervisors, and senior managers traded “Yao Shi Convertible Bonds” within six months before the redemption conditions were met.

After self-examination, the company's controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, supervisors, and senior managers did not trade "Yao Shi Convertible Bonds" in the six months before the redemption conditions were met.

5. Other matters that need explanation

If the holder of "Yao Shi Convertible Bond" handles stock conversion matters, he must apply for stock conversion through the securities company that holds the bond. For specific stock conversion operations, it is recommended that holders of convertible corporate bonds consult the securities company where they open an account before applying.
The minimum declaration unit for convertible corporate bonds to be converted into shares is 1 piece, each with a face value of 100 yuan, and the minimum unit to be converted into shares is 1 share; if multiple declarations for share conversion are made on the same trading day, the number of shares to be converted will be calculated together. The shares that the convertible corporate bond holder applies for conversion must be an integral multiple of 1 share. If the balance of the convertible corporate bond that is not converted into 1 share during the conversion is insufficient, the company will, in accordance with the relevant regulations of the Shenzhen Stock Exchange and other departments, pay in cash the balance of the convertible corporate bonds and the current interest payable corresponding to the balance within five trading days after the date of conversion by the convertible corporate bond holder.
Convertible corporate bonds purchased on the same day can be applied for conversion on the same day. New shares converted from convertible corporate bonds can be listed and circulated on the next trading day after the conversion declaration, and enjoy the same rights and interests as the original shares.

6. Documents for reference

Resolution of the ninth meeting of the fourth board of directors;
"Legal Opinion of Beijing Guofeng Law Firm on the Early Redemption of the Convertible Corporate Bonds of Nanjing Yaoshi Technology Co., Ltd.";
"Verification Opinions of Huatai United Securities Co., Ltd. on the early redemption of the "Yaoshi Convertible Bonds" by Nanjing Yaoshi Technology Co., Ltd."

Announcement is hereby made.

Board of Directors of Nanjing Yaoshi Technology Co., Ltd.

September 5, 2025