300181SZSE
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Announcement on Diluted Immediate Returns, Fill-in Measures, and Related Party Commitments for Issuing Convertible Corporate Bonds to Unspecified Objects (Second Amendment)

✨ AI Summary

Zhejiang ZL Pharmaceutical Co., Ltd. announces its second amendment regarding the issuance of convertible bonds. The company outlines its financial impact analysis, including diluted earnings per share and return on equity under various scenarios. It details measures to mitigate dilution risks and commitments from related parties to ensure these measures are implemented, aiming to protect shareholder interests.

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Zhejiang ZL Pharmaceutical Co., Ltd.

Announcement on Diluted Immediate Returns, Fill-in Measures, and Related Party Commitments for Issuing Convertible Corporate Bonds to Unspecified Objects (Second Amendment)

The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.

Important Notice:

The financial indicator calculations, forecasts, analyses, and descriptions in this announcement regarding Zhejiang ZL Pharmaceutical Co., Ltd.'s (hereinafter referred to as the "Company") issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the "Current Issuance") do not represent the Company's judgment on future operating conditions and trends, nor do they constitute the Company's profit forecast. The measures formulated by the Company to address the risk of diluted immediate returns do not guarantee future profits. Investors should not make investment decisions based on this. The Company shall not bear any compensation liability for losses incurred by investors making investment decisions based on this. Investors are kindly reminded to pay attention.

In accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), and other relevant documents, to protect the interests of small and medium investors, the Company has analyzed the impact of the Current Issuance on the Company's main financial indicators and proposed specific fill-in measures for returns. Related parties have committed to ensuring the effective implementation of the Company's fill-in measures for returns, as follows:

I. Impact of the Current Issuance on the Company's Main Financial Indicators

(I) Main Assumptions and Premises for Financial Indicator Calculations

The following assumptions are solely for calculating the impact of the Current Issuance on the Company's main financial indicators and do not represent the Company's judgment on future operating conditions and trends, nor do they constitute the Company's profit forecast. The Company's actual operating conditions are subject to uncertainty due to national policies, industry development, and other factors; investors should not make investment decisions based on this, and the Company shall not bear any compensation liability for losses incurred by investors making investment decisions based on this.

The assumptions for the impact of the Current Issuance on the Company's main financial indicators are as follows:

  1. Assume that the macroeconomic environment, industrial policies, industry development status, market conditions, and the Company's operating environment do not undergo significant changes.

  2. Assume that the issuance of convertible corporate bonds to unspecified objects is completed by the end of June 2026. It is further assumed that in both scenarios of full conversion by the end of December 2026 (i.e., conversion rate of 100% and all converted at once) and no conversion by the end of December 2026 (i.e., conversion rate of 0%), this period is only for calculating the impact of the Current Issuance on diluted immediate returns. It does not constitute a commitment to the actual completion date. The final completion will be subject to the approval of the Shenzhen Stock Exchange and the registration of the Current Issuance by the China Securities Regulatory Commission.

  3. Assume that issuance costs are not considered. The total amount of funds to be raised from the issuance of convertible corporate bonds is RMB 1,370.9297 million. The final number of shares issued and the actual amount of raised funds will be determined based on the registration with regulatory authorities, subscription results, and issuance costs.

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