四川省自贡运输机械集团股份有限公司第五届董事会第三十二次会议决议公告

Core Viewpoint - The company, Sichuan Zigong Transportation Machinery Group Co., Ltd., has decided not to exercise the early redemption rights of its convertible bonds, known as "Yunji Convertible Bonds," despite triggering the conditional redemption clause due to stock price performance [3][9][15]. Group 1: Board Meeting Details - The fifth board meeting of the company was held on December 26, 2025, with all eight directors present, and the meeting was conducted in compliance with legal and regulatory requirements [2]. - The meeting was chaired by the company's chairman, Mr. Wu Youhua, and included participation from some senior management [2]. Group 2: Resolution on Convertible Bonds - The board unanimously approved the resolution not to redeem the "Yunji Convertible Bonds" early, with a vote of 8 in favor, 0 against, and 0 abstentions [4]. - The decision means that for the next 12 months, from December 27, 2025, to December 26, 2026, the company will not exercise the early redemption rights even if the conditions are met again [3][16]. Group 3: Convertible Bonds Details - The "Yunji Convertible Bonds" were issued on September 21, 2023, with a total of 7,300,000 bonds at a face value of 100 RMB each, raising a total of 730 million RMB [9]. - The initial conversion price was set at 17.67 RMB per share, which has been adjusted to 12.09 RMB per share as of May 16, 2025, due to the company's equity distribution plan [12]. Group 4: Redemption Clause and Conditions - The conditional redemption clause allows the company to redeem the bonds if the stock price exceeds 130% of the conversion price for at least 15 trading days within a 30-day period [13]. - The stock price from December 8 to December 26, 2025, met this condition, triggering the redemption clause [15]. Group 5: Future Considerations - The company will reassess the situation if the redemption conditions are triggered again after December 26, 2026, and will hold another board meeting to decide on the redemption [16]. - There are currently no plans from major shareholders or executives to reduce their holdings in the convertible bonds in the next six months [17].