Announcement of Resolutions of the 14th Meeting of the Second Board of Directors
The company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The 14th Meeting of the Second Board of Directors of Zhonglun New Materials Co., Ltd. (hereinafter referred to as the "Company") was held on August 3, 2026, in the company's meeting room, both in person and via communication. The meeting notice was issued by telephone or email on July 31, 2026. Seven directors were required to attend, and seven directors were present. Directors Guo Baohua, Yang Zhishu, and Shen Weitao attended via communication. The meeting was chaired by Chairman Yang Qingjin. The Company Secretary and other senior management personnel attended the meeting. The convening, holding, and voting procedures of this meeting comply with the provisions of laws and regulations such as the "Company Law" and "Securities Law," normative documents, and the "Articles of Association of Zhonglun New Materials Co., Ltd." (hereinafter referred to as the "Articles of Association"). The meeting was legal and valid.
II. Deliberation Matters of the Board Meeting
1. Deliberation and Approval of the "Proposal on Further Clarifying the Company's Plan for Issuing Convertible Corporate Bonds to Unspecified Objects"
The Company has obtained the "Approval for Zhonglun New Materials Co., Ltd. to Issue Convertible Corporate Bonds to Unspecified Objects" (Securities Regulatory License [2026] No. 1684) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), approving the Company's application for registration of issuing convertible corporate bonds to unspecified objects.
Based on the authorization granted by the Company's First Extraordinary General Meeting of Shareholders in 2025, the Board of Directors has further clarified the plan for this issuance of convertible corporate bonds in accordance with relevant laws and regulations, taking into account the Company's actual situation and market conditions. The specific contents are as follows:
1.01 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 shares. These convertible corporate bonds and the shares to be converted in the future will be listed on the ChiNext market of the Shenzhen Stock Exchange.
Voting results: 7 votes in favor, 0 votes against, 0 abstentions.
1.02 Issuance Scale
The total amount of funds to be raised through this issuance of convertible bonds is RMB 106,800.00 million, with an issuance volume of 10,680,000 units.
1.03 Face Value and Issuance Price
The face value of each convertible corporate bond to be issued is RMB 100, and it will be issued at par.
1.04 Bond Term
The term of the convertible corporate bonds to be issued is six years from the date of issuance, i.e., from August 6, 2026, to August 5, 2032 (if the date falls on a legal holiday or rest day, it will be postponed to the next trading day; interest payments during the postponed period will not be calculated separately).
1.05 Bond Interest Rate
The coupon rate for the convertible bonds to be issued is set as follows: 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.