Stock Code: 300695 Stock Abbreviation: Zhaofeng Announcement No.: 2026-037
Zhejiang Zhaofeng Mechanical & Electrical Co., Ltd.
Announcement on the Dilution of Immediate Returns, Remedial Measures, and Undertakings by Relevant Parties Regarding the Issuance of Convertible Corporate Bonds to Unspecified Targets
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or major omissions.
Zhejiang Zhaofeng Mechanical & Electrical Co., Ltd. (hereinafter referred to as the "Company") held the 11th meeting of the 6th Board of Directors on June 23, 2026, and deliberated and approved the "Proposal on the Company's Plan for Issuing Convertible Corporate Bonds to Unspecified Targets." In order to further implement the relevant provisions of the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium Investors in the Capital Market" (Guobanfa [2013] No. 110), the "Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns in Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), the Company has analyzed the impact of this issuance of convertible corporate bonds (hereinafter referred to as "this issuance of convertible bonds") on the dilution of immediate returns and proposed specific remedial measures. Relevant parties have made commitments to ensure that the Company's remedial measures can be effectively implemented, as follows:
I. Impact of this Issuance of Convertible Corporate Bonds on the Company's Main Financial Indicators
(I) Calculation Assumptions and Prerequisites
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It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industry development trends, market conditions, or the Company's business operations.
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It is assumed that this issuance of convertible corporate bonds will be completed by the end of December 2026, and two scenarios are assumed: full conversion on June 30, 2027 (i.e., a conversion rate of 100% with a one-time conversion) and no conversion by December 31, 2027 (i.e., a conversion rate of 0). This time frame is only used to calculate the impact of the dilution of immediate returns and is subject to the actual completion time of the issuance.
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Based on the total share capital of 100,942,724.00 shares after deducting treasury shares on the date of the issuance plan announcement, only the impact of this issuance of convertible bonds is considered, excluding subsequent changes in share capital caused by profit distribution, conversion of capital reserve into share capital, equity incentive grants, and exercises.
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It is assumed that the conversion price of this issuance is 61.38 RMB/share (the higher of the average trading price of the Company's stock for the 20 trading days preceding the date of the Board meeting and the average trading price on the preceding trading day). This conversion price is only used to calculate the impact of the dilution of immediate returns and does not constitute a prediction or commitment regarding the actual conversion price. The final initial conversion price will be determined by the Board of Directors based on shareholder authorization and market conditions before issuance, and may be subject to ex-rights, ex-dividend adjustments, or downward revisions.
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It is assumed that the total amount of funds raised from this issuance of convertible bonds is 1.4 billion RMB, excluding issuance expenses. The final number of shares issued and the actual scale of funds received will be determined based on regulatory approval, subscription conditions, and issuance expenses.