Zhejiang Zhenyang Development Co., Ltd. Announcement on the Quarterly Conversion Results and Share Changes of "Zhenyang Convertible Bonds"

MaticHoleFiller

2026-04-08 11:27:42

Security code: 603213 Stock short name: Zhenyang Development Announcement No.: 2026-024

Convertible bond code: 113681 Convertible bond short name: Zhenyang Convertible Bond

Zhejiang Zhenyang Development Co., Ltd.

Announcement on the Quarterly Results of Conversion of the “Zhenyang Convertible Bond” and Changes in Share Capital

The board of directors of the Company and all its directors hereby guarantee that there are no false records, misleading statements, or material omissions in the contents of this announcement, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents.

Key information:

Cumulative conversion: As of March 31, 2026, RMB 80,332,000 of the “Zhenyang Convertible Bond” has been converted into shares of Zhejiang Zhenyang Development Co., Ltd. (hereinafter referred to as the “Company”). The cumulative number of shares formed due to conversion is 7,172,355 shares, accounting for 1.6496% of the total number of shares of the Company issued before conversion of the convertible bonds.

Unconverted convertible bonds: As of March 31, 2026, the amount of the “Zhenyang Convertible Bond” that has not yet been converted is RMB 579,668,000, accounting for 87.8285% of the total issuance of the “Zhenyang Convertible Bond.”

Quarterly conversion: During the period from January 5, 2026 to March 31, 2026, a total of RMB 0 of the “Zhenyang Convertible Bond” was converted into the Company’s shares, and the number of shares converted was 0 shares.

I. Overview of the Issuance and Listing of the Convertible Bonds

Pursuant to the approval of the China Securities Regulatory Commission’s reply titled “Reply on Approving the Registration of Zhejiang Zhenyang Development Co., Ltd. for the Issuance of Convertible Corporate Bonds to Unspecified Investors” (CSRC License [2023] 2408), the Company, on December 29, 2023, issued 6.60 million convertible corporate bond lots to unspecified investors. Each bond lot had a par value of RMB 100 and an aggregate issuance amount of RMB 0.66 billion.

Pursuant to the Self-Regulatory Regulatory Decision Letter of the Shanghai Stock Exchange [2024] No. 8, the Company’s convertible corporate bonds with an aggregate principal amount of RMB 660 million have been listed and traded on the Shanghai Stock Exchange since January 17, 2024. The bond name is “Zhenyang Convertible Bond,” and the bond code is “113681.”

In accordance with relevant regulations and the terms of the “Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Investors by Zhejiang Zhenyang Development Co., Ltd.,” the “Zhenyang Convertible Bond” issued by the Company is convertible into the Company’s shares starting from July 5, 2024. The initial conversion price is RMB 11.74 per share.

Due to the Company’s implementation of the 2023 profit distribution plan, the conversion price of the “Zhenyang Convertible Bond” was adjusted from RMB 11.74 per share to RMB 11.46 per share. The adjusted conversion price became effective on May 28, 2024. For details, please refer to the Company’s announcement published on May 21, 2024 in the designated information disclosure media, titled “Announcement of Zhejiang Zhenyang Development Co., Ltd. on Adjusting the Conversion Price of the ‘Zhenyang Convertible Bond’ Upon Implementation of the 2023 Annual Equity Distribution Plan” (Announcement No.: 2024-040).

Due to the Company’s implementation of the 2024 profit distribution plan, the conversion price of the “Zhenyang Convertible Bond” was adjusted from RMB 11.46 per share to RMB 11.20 per share. The adjusted conversion price became effective on May 28, 2025. For details, please refer to the Company’s announcement published on May 21, 2025 in the designated information disclosure media, titled “Announcement of Zhejiang Zhenyang Development Co., Ltd. on Adjusting the Conversion Price of the ‘Zhenyang Convertible Bond’ Upon Implementation of the 2024 Annual Equity Distribution Plan” (Announcement No.: 2025-029).

II. Conversion of the Convertible Bonds in This Round

As of March 31, 2026, RMB 80,332,000 of the “Zhenyang Convertible Bond” has been converted into the Company’s shares in total. The cumulative number of shares formed due to conversion is 7,172,355 shares, accounting for 1.6496% of the total number of shares of the Company issued before conversion of the convertible bonds.

As of March 31, 2026, the amount of the “Zhenyang Convertible Bond” that has not yet been converted is RMB 579,668,000, accounting for 87.8285% of the total issuance of the “Zhenyang Convertible Bond.”

During the period from January 5, 2026 to March 31, 2026, a total of RMB 0 of the “Zhenyang Convertible Bond” was converted into the Company’s shares, and the number of shares converted was 0 shares.

III. Changes in Share Capital

After the conversion of the convertible bonds in this round, the Company’s latest share capital structure changes are as follows:

Unit: shares

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IV. Other Matters

Contact department: Securities and Legal Affairs Department

Telephone: 0574-86502981

Email: zqh@nbocc.com

Special Notice.

Board of Directors of Zhejiang Zhenyang Development Co., Ltd.

April 1, 2026

Security code: 603213 Stock short name: Zhenyang Development Announcement No.: 2026-025

Convertible bond code: 113681 Convertible bond short name: Zhenyang Convertible Bond

Zhejiang Zhenyang Development Co., Ltd.

Announcement on the Resignation from Office Upon the Expiration of an Independent Director’s Term

The board of directors of Zhejiang Zhenyang Development Co., Ltd. (hereinafter referred to as the “Company”) has recently received a written resignation report from independent director Mr. Zheng Xinsheng. Pursuant to the relevant provisions of the “Administrative Measures for Independent Directors of Listed Companies,” an independent director may not serve consecutively for more than 6 years in the same listed company. Mr. Zheng Xinsheng has served as the Company’s independent director continuously for 6 years and his term has expired. Mr. Zheng Xinsheng has applied to resign from his positions as an independent director of the second session of the board of directors, the chair of the audit committee of the board of directors, a member of the nomination committee of the board of directors, and a member of the remuneration and appraisal committee of the board of directors. After his resignation, he will no longer hold any position in the Company or its controlling subsidiaries. As of the date of disclosure of this announcement, Mr. Zheng Xinsheng does not hold any shares of the Company.

I. Basic information on the departure of the independent director

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II. Impact of the departure of the independent director on the Company

Pursuant to relevant provisions including the “Company Law,” the “Administrative Measures for Independent Directors of Listed Companies,” the “Shanghai Stock Exchange Stock Listing Rules,” the “Shanghai Stock Exchange Listed Company Self-Regulatory Guidance No. 1 — Standardized Operation,” and the “Articles of Association,” after Mr. Zheng Xinsheng resigns as an independent director of the Company, the number of the Company’s independent directors will be less than one-third of the number of members of the board of directors, and it will also not meet the requirement that independent directors must include at least one accounting professional. Therefore, this resignation report will take effect from the date on which the shareholders’ meeting elects a new independent director. Until the new independent director is elected, Mr. Zheng Xinsheng will continue to perform the duties of an independent director and his duties in the relevant special committees of the board of directors in accordance with applicable laws, regulations, and the “Articles of Association.” After Mr. Zheng Xinsheng officially departs from his post, he will no longer hold any position in the Company or its controlling subsidiaries. The board of directors of the Company will, in accordance with relevant laws and regulations, complete the election of independent directors as soon as possible.

During Mr. Zheng Xinsheng’s tenure as an independent director of the Company, he has earnestly performed his work duties, fully exercised his authority, remained dedicated to his responsibilities, and worked diligently, playing an important role in the Company’s standardized governance and sound development. The board of directors of the Company sincerely thanks Mr. Zheng Xinsheng for his contributions to the Company’s development during his term!

Special Notice.

Board of Directors of Zhejiang Zhenyang Development Co., Ltd.

April 1, 2026

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