国城矿业股份有限公司 关于控股股东及其一致行动人因可转债转股持股比例被动稀释后触及 1%整数倍的提示性公告

Core Viewpoint - The announcement details the passive dilution of the controlling shareholder's stake in Guocheng Mining due to the conversion of convertible bonds, which has decreased their ownership from 67.98% to 66.99% without any change in the number of shares held [2][4]. Group 1: Equity Change Overview - The equity change is primarily due to the conversion of convertible bonds, resulting in an increase in total share capital [2][3]. - The company issued 8,500,000 convertible bonds with a total value of 850 million yuan, which began trading on August 10, 2020 [3][12]. - As of December 2, 2025, a total of 53,049,822 shares have been converted from the bonds, increasing the total share capital to 1,170,685,269 shares [4]. Group 2: Redemption of Convertible Bonds - The company has decided to exercise its right to redeem the "Guocheng Convertible Bonds" at a price of 100.82 yuan per bond, including accrued interest [9][20]. - The redemption process includes a series of key dates: trading will stop on December 9, 2025, and the redemption will occur on December 12, 2025 [10][26]. - Investors must ensure that any bonds held are not pledged or frozen before the conversion deadline to avoid forced redemption [10][28]. Group 3: Conditions for Redemption - The redemption was triggered as the stock price exceeded 130% of the conversion price for at least 15 trading days [19]. - The company will redeem all unconverted bonds, and the funds will be credited to investors' accounts by December 19, 2025 [21][26]. Group 4: Additional Information - The company emphasizes that the equity change does not involve any increase or decrease in the number of shares held by the controlling shareholders and will not affect the governance structure or ongoing operations [2][5]. - The convertible bonds have undergone several adjustments in conversion price due to profit distribution and share buybacks, with the current conversion price set at 12.58 yuan per share [15][19].