上海风语筑文化科技股份有限公司 第四届董事会第十次会议决议公告

Core Viewpoint - The company has decided to lower the conversion price of its convertible bonds, "Wind Language Convertible Bonds," from 15.03 yuan per share to 12.02 yuan per share to ensure sustainable development and optimize its capital structure while protecting investor rights [2][22]. Group 1: Board Meeting and Resolutions - The fourth board meeting of the company was held on May 7, 2025, with all seven directors participating, and the resolutions made during the meeting were deemed legal and effective [1][3]. - The board approved the proposal to lower the conversion price of "Wind Language Convertible Bonds" [2][22]. - The voting results for the proposal showed unanimous support with 7 votes in favor and no opposition [3]. Group 2: Shareholder Meeting - The annual shareholder meeting took place on May 7, 2025, at the company's meeting room in Shanghai [6]. - All proposed resolutions at the shareholder meeting were passed, including the proposal to lower the conversion price of the bonds, which required a two-thirds majority [9][21]. - The meeting was conducted in compliance with the Company Law and the company's articles of association [7][10]. Group 3: Convertible Bond Details - The initial conversion price of the "Wind Language Convertible Bonds" was set at 22.15 yuan per share, later adjusted to 15.03 yuan per share due to annual profit distribution [15][16][22]. - The new conversion price of 12.02 yuan per share will take effect on May 9, 2025, following a temporary suspension of conversion on May 8, 2025 [18][22]. - The adjustment was triggered as the company's stock price fell below 80% of the previous conversion price for at least 15 trading days within a 30-day period [21].