I. Convening of the Special Committee Meeting
The second meeting of the third Special Committee of Independent Directors of Jin Sanjiang (Zhaoqing) Silicon Material Co., Ltd. (hereinafter referred to as the "Company") was held on June 5, 2026 (Friday) via a combination of on-site and telecommunication methods. The meeting notice was delivered to all independent directors via email on June 2, 2026. Two independent directors were required to attend, and two were present.
The meeting was chaired by independent director Mr. Sun Dongfang, with some senior management members in attendance. The convening of the meeting complied with the relevant provisions of laws, regulations, normative documents, and the Articles of Association.
II. Deliberations of the Special Committee
(I) Deliberated and approved the "Proposal on Further Clarifying the Plan for Issuing Convertible Corporate Bonds to Non-Specific Targets"
The Company's plan for issuing convertible bonds to non-specific targets is based on the actual situation of the Company's operations and market conditions. The plan is feasible and complies with the relevant provisions of 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," and other laws, regulations, normative documents, and the Articles of Association. It aligns with the Company's long-term development strategy and the interests of the Company and all shareholders, with no harm to the interests of the Company or its shareholders, particularly small and medium-sized shareholders.
The independent directors unanimously approved the proposal and agreed to submit it to the Board of Directors for deliberation.
The independent directors present at the meeting voted on the proposal item by item. The voting results are as follows:
1.01 Type of Securities Issued
The type of securities issued is convertible corporate bonds that can be converted into the Company's A-shares. These convertible corporate bonds and the future converted A-shares will be listed on the Shenzhen Stock Exchange.
Voting results: 2 votes in favor, 0 votes against, 0 abstentions.
1.02 Issuance Scale and Quantity
The total amount of funds to be raised through this issuance of convertible bonds is RMB 290,000,000.00, with an issuance quantity of 2,900,000 units.
1.03 Par Value and Issuance Price
The par value of each convertible corporate bond is RMB 100, and they will be issued at par value.
1.04 Bond Maturity
The term of the convertible corporate bonds is six years from the date of issuance, specifically from June 17, 2026, to June 16, 2032 (if the date falls on a statutory holiday or weekend, it shall be postponed to the next trading day; no additional interest shall be accrued during the postponement period).
1.05 Coupon Rate and Redemption Price at Maturity
Year 1: 0.20%, Year 2: 0.40%, Year 3: 0.80%, Year 4: 1.50%, Year 5: 2.00%, Year 6: 2.50%.
Within five trading days after the expiration of the convertible corporate bonds, the Company will redeem the unconverted bonds at 114% of the par value (including the final interest payment).
1.06 Term and Method of Principal and Interest Repayment
The convertible corporate bonds will pay interest once a year, with the principal and final year's interest repaid at maturity.
(1) Annual Interest Calculation
Annual interest refers to the current interest that a bondholder is entitled to for each full year held from the date of issuance. The formula is:
I = B × i
I: Annual interest amount.
B: The total par value of the convertible bonds held by the holder on the interest record date for the current year.
i: The coupon rate for the current year.