Zhejiang Fengmao Technology Co., Ltd.
Announcement on Resolutions of the 24th Meeting of the Second Board of Directors
The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false representations, misleading statements, or material omissions.
I. Convening of the Board Meeting
The 24th meeting of the Second Board of Directors of Zhejiang Fengmao Technology Co., Ltd. (hereinafter referred to as the "Company") was held in the company's conference room on August 13, 2026 (Thursday) through a combination of on-site and video conferencing.
The meeting notice was delivered to all directors via email and by special messenger on August 10, 2026. The meeting was presided over by Chairman Mr. Jiang Chunlei. A total of 9 directors were eligible to attend (including 3 directors attending via video conference), and 9 directors were present. The Company's board secretary and other senior management attended the meeting. The convening of the meeting complied with relevant laws, regulations, rules, and the "Articles of Association" of the Company.
II. Deliberation and Resolution of the Board Meeting
(I) Deliberation and Approval of the "Proposal on Further Clarifying the Company's Plan for Issuing Convertible Corporate Bonds to Non-specific Targets"
The Company has obtained the "Approval on the Registration of Zhejiang Fengmao Technology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Non-specific Targets" (Securities Regulatory License (2026) No. 1756) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), approving the Company's application for registration of the issuance of convertible corporate bonds to non-specific targets. Pursuant to the authorization of the Company's shareholders' meeting, the 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 the issuance of convertible corporate bonds, the specific details of which are as follows:
- Type of Securities to be Issued
The type of securities to be issued in this offering is convertible corporate bonds that can be converted into ordinary shares of the Company (A-shares) (hereinafter referred to as "Convertible Bonds"). These Convertible Bonds and the shares to be converted in the future will be listed on the Shenzhen Stock Exchange (hereinafter referred to as "SZSE").
Voting results: 9 votes in favor, 0 against, 0 abstentions.
- Issuance Size and Number of Shares
The total issuance amount of convertible bonds is RMB 60,752.98 million, with an issuance volume of 6,075,298 units.
- Face Value and Issue Price
The face value of each convertible bond issued is RMB 100, and they will be issued at par.
- Bond Term
The term of the convertible bonds to be issued is 6 years from the date of issuance, i.e., from August 18, 2026 (T-day) to August 17, 2032 (if it falls on a statutory holiday or rest day, it will be postponed to the next trading day; interest payments during the postponed period will not be compounded).
- Coupon Rate
The coupon rates for each year 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 1.80% for the sixth year.
- Term and Method of Principal and Interest Payment
The convertible bonds will adopt an annual interest payment method. Upon maturity, all unredeemed principal of the convertible bonds and the interest for the final year will be repaid.