上海风语筑文化科技股份有限公司 第四届董事会第九次会议决议公告

Core Viewpoint - The company proposes to lower the conversion price of its convertible bonds, "Fengyu Convertible Bonds," due to the stock price falling below 80% of the current conversion price for a significant number of trading days, aiming to protect investor interests and optimize its capital structure [2][8][11]. Group 1: Board Meeting and Proposal - The fourth board meeting of the company was held on April 23, 2025, where the proposal to lower the conversion price was approved unanimously by all participating directors [3][4]. - The proposal will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority vote from the attending shareholders [19]. Group 2: Trigger Conditions for Price Adjustment - As of April 23, 2025, the company's stock price had been below 80% of the conversion price (12.02 CNY/share) for at least 15 out of the last 30 trading days, triggering the adjustment clause for the "Fengyu Convertible Bonds" [8][11]. - The initial conversion price was set at 22.15 CNY/share, adjusted to 15.26 CNY/share after the 2021 annual equity distribution, and further adjusted to 15.03 CNY/share after the 2023 annual equity distribution [9][10][14]. Group 3: Shareholder Meeting Details - The annual shareholders' meeting is scheduled for May 7, 2025, where the proposal for the conversion price adjustment will be discussed [18][21]. - The meeting will include provisions for online voting and will require shareholders holding "Fengyu Convertible Bonds" to abstain from voting on the proposal [22][24].