南京医药集团股份有限公司第十届董事会第五次会议决议公告

Group 1 - The company held its fifth meeting of the tenth board of directors on December 18, 2025, with all nine directors present, and all resolutions were passed unanimously [3][6] - The company approved a proposal to invest CNY 119.8 million in establishing the Nanjing New Industry Medical Device Investment Company, which will focus on acquiring a 22.5% stake in Ningbo Jiangfeng Biological Information Technology Co., with a valuation cap of CNY 750 million [4][36] - The board authorized the management to handle all matters related to the investment and establishment of the medical device investment company [4][41] Group 2 - The company decided to change the purpose of repurchased shares from employee stock ownership plans to cancellation and reduction of registered capital, involving 39,852 shares [8][29] - The total share capital will decrease from 1,308,931,240 shares to 1,308,891,388 shares following the cancellation of the repurchased shares [9][34] - This change requires approval from the shareholders' meeting before implementation [29] Group 3 - The company announced that the convertible bonds issued on December 25, 2024, will start paying interest on December 25, 2025, with a coupon rate of 0.20% for the first year [13][21] - The total issuance amount of the convertible bonds is CNY 1,081.49 million, with a face value of CNY 100 per bond [14][15] - The bonds will have a conversion price of CNY 5.29 per share, which has been adjusted to CNY 5.12 [20] Group 4 - The company is participating in the establishment of the Nanjing New Industry Medical Device Investment Company, which is part of a broader strategy to enhance its investment in the healthcare sector [39][40] - The investment aligns with the company's strategic planning to extend its industrial chain and integrate resources in the healthcare industry [39][40] - The company aims to leverage social capital to improve the efficiency of fund utilization through this investment [39][40]