Stock Code: 300695 Stock Abbreviation: Zhaofeng Announcement No.: 2026-035
Zhejiang Zhaofeng Mechanical and Electrical Co., Ltd.
Announcement of Resolutions of the 11th Meeting of the 6th Board of Directors
I. Convening of the Board Meeting
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The notice for the 11th meeting of the 6th Board of Directors of Zhejiang Zhaofeng Mechanical and Electrical Co., Ltd. (hereinafter referred to as the "Company") was delivered to all directors on June 17, 2026, via personal delivery, telephone, and email.
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The meeting was held on June 23, 2026, at 14:00 in the company's third-floor conference room, using a combination of on-site and telecommunication voting.
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Seven directors were required to attend, and seven directors were present. Independent directors Jin Ying, Chen Huanzhang, and Li Lujiang attended via telecommunication.
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The meeting was convened and chaired by Chairman Kong Aixiang. All senior management personnel of the company attended as non-voting delegates.
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The procedures for convening, holding, and voting at this meeting complied with the Company Law of the People's Republic of China and other relevant laws, regulations, normative documents, and the Articles of Association. The meeting was legal and valid.
II. Deliberations of the Board Meeting
The meeting reviewed and approved the following proposals:
- Review and approval of the "Proposal on the Company's Eligibility for Issuing Convertible Corporate Bonds to Non-Specific Targets"
Based on the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Administrative Measures for Convertible Corporate Bonds, and other relevant laws, administrative regulations, rules, and normative documents, as well as the Articles of Association of Zhejiang Zhaofeng Mechanical and Electrical Co., Ltd., the Board of Directors conducted a self-examination and concluded that the company meets the requirements for issuing convertible corporate bonds to non-specific targets for ChiNext-listed companies.
This proposal has been reviewed and approved by the Audit Committee, the Strategy Committee, and the independent directors' special meeting. This proposal is subject to submission to the shareholders' meeting for approval.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
- Review and approval of the "Proposal on the Plan for Issuing Convertible Corporate Bonds to Non-Specific Targets"
The company has formulated the plan for the current issuance of convertible corporate bonds (hereinafter referred to as the "Issuance"). The specific plan is as follows:
2.01 Type of Securities
The securities to be issued are convertible bonds that can be converted into the company's A-shares. These bonds and the future converted A-shares will be listed on the Shenzhen Stock Exchange.
2.02 Issuance Scale
Considering the company's current operations, financial status, and investment plans, and after deducting financial investments made or planned from six months prior to the resolution date (June 23, 2026) to the present, totaling RMB 35 million, the total amount of funds to be raised shall not exceed RMB 1.4 billion (inclusive). The specific amount will be determined by the Board of Directors or authorized persons as empowered by the shareholders' meeting.
2.03 Par Value and Issuance Price
The convertible bonds will be issued at par value, with a face value of RMB 100.00 per bond.
2.04 Maturity
The term of the convertible bonds shall be six years from the date of issuance.
2.05 Coupon Rate
The determination method for the coupon rate and the final interest rate for each interest-bearing year shall be authorized by the shareholders' meeting to the Board of Directors or authorized persons to negotiate with the sponsor (lead underwriter) based on national policies, market conditions, and the company's specific circumstances prior to issuance.