Stock Code: 300181 Stock Abbreviation: Zuoli Pharmaceutical
Zhejiang Zuoli Pharmaceutical Co., Ltd.
Plan for Issuance of Convertible Corporate Bonds to Non-Specific Targets
(No. 388 Zhiyuan North Road, Fuxi Street, Deqing County, Zhejiang Province)
(Second Revised Draft)
June 2026
Statement
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The Company and all members of the Board of Directors guarantee that the contents of this plan are true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions. We fulfill our commitments in accordance with the principle of good faith and assume individual and joint legal liability for the truthfulness, accuracy, and completeness of the contents of this plan.
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Upon completion of this issuance of convertible corporate bonds to non-specific targets, the Company shall be solely responsible for any changes in its operations and earnings; investment risks arising from this issuance shall be borne by the investors themselves.
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This plan is the Board of Directors' explanation of this issuance of convertible corporate bonds to non-specific targets, and any statements to the contrary are untrue.
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If investors have any questions, they should consult their stockbrokers, lawyers, professional accountants, or other professional advisors.
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The disclosure of matters in the Company's plan for the issuance of convertible corporate bonds to non-specific targets does not represent a substantive judgment, confirmation, approval, or registration by the audit or registration authorities regarding the relevant matters. The effectiveness and completion of the issuance of convertible corporate bonds described in this plan are subject to the review and approval of the Shenzhen Stock Exchange and the consent of the China Securities Regulatory Commission before implementation.
Table of Contents
Statement 1
Table of Contents 2
I. Explanation of Compliance with Conditions for Issuance of Convertible Corporate Bonds to Non-Specific Targets 4
II. Overview of the Issuance 4
(I) Type of Securities to be Issued 4
(II) Issuance Scale 4
(III) Par Value and Issuance Price 4
(IV) Bond Maturity 4
(V) Bond Interest Rate 4
(VII) Conversion Period 6
(VIII) Determination and Adjustment of Conversion Price 6
(IX) Downward Adjustment Clause for Conversion Price 7
(X) Method for Determining Number of Shares and Handling Fractional Amounts 8
(XI) Redemption Clause 8
(XII) Resale Clause 9
(XIII) Dividend Distribution After Conversion 10
(XIV) Issuance Method and Target 10
(XV) Arrangement for Allotment to Original Shareholders 11
(XVI) Matters Related to Bondholders' Meetings 11
(XVII) Use of Proceeds 13
(XVIII) Rating Matters 13
(XIX) Guarantee Matters 14
(XX) Custody of Proceeds 14
(XXI) Validity Period of the Issuance Plan 14
III. Financial Accounting Information and Management Discussion and Analysis 14
(I) Balance Sheets, Income Statements, and Cash Flow Statements for the Last Three Years 14
(II) Scope of Consolidated Financial Statements and Changes 26
(III) Key Financial Indicators for the Last Three Years 27
(IV) Analysis of Financial Position 28
IV. Use of Proceeds from Issuance to Non-Specific Targets 32
V. Profit Distribution 33
(I) Current Profit Distribution Policy 33
(II) Profit Distribution Plans for the Last Three Years 35
(III) Arrangements for Use of Undistributed Profits 36
(IV) Shareholder Return Plan for the Next Three Years 36
VI. Statement of the Board of Directors on the Absence of Dishonest Conduct 36
VII. Statement of the Board of Directors on Financing Plans for the Next Twelve Months 36
Definitions
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: