Announcement of Resolutions of the 16th Meeting of the Fifth Board of Directors
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 significant omissions.
I. Meeting Convening Situation
The 16th meeting of the Fifth Board of Directors of Ningbo Zhenyu Technology Co., Ltd. (hereinafter referred to as "the Company") was held on August 12, 2026, in a combination of on-site and teleconference format. The meeting notice was sent to all directors via email on August 7, 2026. A total of 11 directors were expected to attend, and 11 directors actually attended. The meeting was presided over by Chairman Mr. Jiang Zhenlin, and senior management personnel attended the meeting. The convening, holding, and voting procedures of the meeting comply with the "Company Law of the People's Republic of China" and other laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association" of the Company.
II. Meeting Deliberation Situation
After careful deliberation by the attending directors, the following resolutions were formed:
(I) The "Proposal on Further Clarifying the Company's Plan for Issuing Convertible Corporate Bonds to Unspecified Objects" was reviewed and approved item by item.
The Company has obtained the "Approval on the Registration of Ningbo Zhenyu Technology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Objects" (Securities Regulatory License [2026] No. 1923) issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), agreeing to the Company's registration application for issuing convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects.
In accordance with the authorization of the first extraordinary general meeting of shareholders in 2026, the Company's Board of Directors, in accordance with relevant laws and regulations and considering the Company's actual situation and market conditions, has further clarified the plan for this issuance of convertible bonds, the specific content of which is as follows:
- Type of Securities to be Issued
The type of securities to be issued is convertible corporate bonds that can be converted into the Company's A-share shares. These convertible bonds and the Company's A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
Voting Result: 11 votes in favor, 0 against, 0 abstentions.
- Issuance Scale and Number of Shares
The total amount of funds to be raised from the issuance of convertible bonds is RMB 18,800.00 million, and the number of shares to be issued is 18,800,000.
- Face Value and Issue Price
The convertible bonds to be issued will be issued at face value, with a face value of RMB 100.00 per bond.
- Bond Term
The term of the convertible bonds to be issued is 6 years from the date of issuance, i.e., from August 17, 2026 (T-day) to August 16, 2032 (if it falls on a statutory holiday or rest day, it will be postponed to the first trading day thereafter; interest payments during the postponement period will not be compounded).
- Coupon Rate and Redemption Price at Maturity
The coupon rates for the convertible bonds to be issued are 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.00% for the fourth year, 1.50% for the fifth year, and 2.00% for the sixth year.
After the term of the convertible bonds expires, the Company will redeem all unredeemed convertible bonds at a price of 110% of their face value (including the interest of the last period) within five trading days.