证券代码：603176 证券简称：汇通集团 公告编号：2025-052 债券代码：113665 债券简称：汇通转债 汇通建设集团股份有限公司 关于不向下修正"汇通转债"转股价格的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 担法律责任。 重要内容提示： ? 自 2025 年 7 月 17 日至 2025 年 8 月 25 日，汇通建设集团股份 有限公司（以下简称"公司"）股票已有十五个交易日的收盘价格低 于当期转股价格的 85%（即 6.86 元/股）的情况，已触发"汇通转债" 的转股价格向下修正条款。 ? 经公司第二届董事会第十四次会议审议通过，公司董事会决定 本次不向下修正"汇通转债"的转股价格。下一次触发转股价格修正 条件的期间从 2025 年 8 月 26 日重新计算，若再次触发"汇通转债" 转股价格向下修正条款，届时公司董事会将再次召开会议决定是否行 使"汇通转债"转股价格的向下修正权利。 一、可转债发行上市概况 （一）可转债发行情况 （三）可转债转股价格调整情况 "汇通转债"转股期起止时间为 2023 年 6 月 21 ...

Core Viewpoint - The company announces that the conditions for the downward adjustment of the conversion price of its convertible bonds, "Huitong Convertible Bonds," are expected to be met due to the stock price performance [1][5]. Group 1: Convertible Bond Issuance Overview - The company issued 3.6 million convertible bonds on December 15, 2022, with a total amount of 360 million yuan and a maturity period of six years [2][3]. - The initial conversion price was set at 8.23 yuan per share, which has been adjusted to 8.07 yuan per share following various corporate actions [2][3]. Group 2: Conditions for Downward Adjustment - The conversion price can be adjusted downward if the company's stock price closes below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [4][5]. - The current threshold for triggering the adjustment is set at 6.86 yuan per share, which is 85% of the latest conversion price [5]. Group 3: Future Considerations - The period for assessing the potential adjustment will start from July 17, 2025, to August 18, 2025, during which the company will monitor stock price performance [5]. - If the conditions are met, the board will convene to decide on the adjustment proposal, which requires a two-thirds majority approval from shareholders present at the meeting [4][5].

Core Viewpoint - The company has decided not to lower the conversion price of its convertible bonds, despite the stock price being below 85% of the current conversion price for a specified period, reflecting confidence in its future development and intrinsic value [1][6][7] Summary by Sections Convertible Bond Issuance Overview - The company issued a total of 1.34 billion yuan in convertible bonds, with a six-year term, approved by the China Securities Regulatory Commission [1] - The bonds began trading on November 18, 2020, under the name "Qiaqia Convertible Bonds" with the code "128135" [1] Conversion Period and Price Adjustments - The conversion period for the bonds started on April 26, 2021, and will last until the maturity date on October 19, 2026 [2] - The initial conversion price was adjusted from 60.83 yuan/share to 60.03 yuan/share on June 11, 2021, following a cash dividend distribution [2] - Subsequent adjustments were made due to annual dividend distributions, with the conversion price reaching 58.18 yuan/share on June 20, 2023, and further adjustments planned for 2024 [3][4] Downward Price Adjustment Clause - The company has a clause allowing for the conversion price to be lowered if the stock price is below 85% of the conversion price for at least 15 out of 30 consecutive trading days [5] - Any proposed adjustments must be approved by a two-thirds majority of shareholders present at the meeting [5] Decision on Not Lowering Conversion Price - The board of directors decided not to lower the conversion price despite the stock price triggering the adjustment condition, citing confidence in the company's future [6][7] - The period for potential future adjustments will restart from January 28, 2026, if the conditions are met again [7]

Core Viewpoint - The company is expected to trigger the condition for a downward adjustment of the conversion price for its convertible bonds, "Qiaqia Convertible Bonds," due to the stock price being below 85% of the current conversion price for a significant number of trading days [1][7]. Group 1: Convertible Bond Issuance Overview - The company issued a total of 1.34 billion yuan in convertible bonds, with a term of six years, approved by the China Securities Regulatory Commission [2]. - The bonds began trading on November 18, 2020, and the conversion period started on April 26, 2021, lasting until the maturity date of October 19, 2026 [2]. Group 2: Conversion Price Adjustments - The initial conversion price was set at 60.83 yuan per share, which was adjusted to 60.03 yuan per share on June 11, 2021, following a cash dividend distribution [2]. - Subsequent adjustments were made due to annual dividend distributions, with the conversion price changing to 59.18 yuan on June 22, 2022, and further to 58.18 yuan on June 20, 2023, and then to 57.19 yuan on June 20, 2024 [3][4]. Group 3: Downward Adjustment Conditions - The company’s board has the authority to propose a downward adjustment of the conversion price if the stock price is below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [5][7]. - The current period for assessing this condition began on July 7, 2025, and as of July 18, 2025, the stock price has been below the threshold for ten trading days [7]. Group 4: Future Considerations - If the company decides to adjust the conversion price, it will announce the decision through designated media, including the adjustment magnitude and relevant dates [6]. - The next assessment period for triggering a downward adjustment will restart from July 7, 2025, if the condition is met again within six months [6].

Core Viewpoint - The company has decided not to adjust the conversion price of its convertible bonds despite triggering conditions for a downward adjustment, citing confidence in its long-term development and market conditions [1][6]. Summary by Sections Convertible Bond Issuance Overview - The company issued 11.37 million convertible bonds on May 19, 2022, with a total subscription amount of less than 1.137 billion yuan [1]. - The initial conversion price was set at 28.69 yuan per share, with the conversion period from November 25, 2022, to May 18, 2028 [2]. Conversion Price Adjustment History - The conversion price was adjusted from 28.69 yuan to 28.68 yuan on December 2, 2022, due to an increase in total share capital from a stock incentive plan [2]. - Following a profit distribution, the conversion price was further adjusted to 27.88 yuan on May 8, 2023 [2]. - The price was adjusted again to 27.69 yuan on April 9, 2024, and subsequently to 25.98 yuan on June 18, 2025, after a board resolution [4][5]. Downward Adjustment Conditions - The company has established conditions for downward adjustment of the conversion price, which include a scenario where the stock price is below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [5]. - If the conditions are met, the board can propose a downward adjustment, which requires a two-thirds majority approval from shareholders [5]. Decision on Downward Adjustment - As of July 8, 2025, the stock price had triggered the conditions for a downward adjustment, but the board decided not to proceed with the adjustment for the next six months, maintaining the current conversion price [6].

Group 1 - The company issued 8,500,000 convertible bonds with a total value of approximately 844.18 million RMB, which were fully received on November 2, 2022 [1] - The convertible bonds are listed on the Shenzhen Stock Exchange under the name "回天转债" and code "123165" since November 15, 2022 [2] - The conversion period for the bonds is from May 2, 2023, to October 26, 2028 [2] Group 2 - The conversion price of the bonds was adjusted from 20.21 RMB per share to 15.45 RMB per share on May 22, 2023, due to a dividend distribution [2] - Further adjustments to the conversion price occurred on May 23, 2024, changing it to 15.35 RMB per share, and on May 30, 2025, it will be adjusted to 15.20 RMB per share [2] Group 3 - The company has a clause allowing for the downward adjustment of the conversion price if the stock price falls below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [3] - The expected trigger period for this adjustment is from June 21, 2025, to July 4, 2025, during which the stock price has already been below the threshold for 10 trading days [4][5]

Core Viewpoint - The company is convening a shareholders' meeting to discuss key resolutions, including the downward adjustment of the conversion price for its convertible bonds, the removal of an independent director, and the election of a new independent director [5][8][9]. Meeting Guidelines - The meeting aims to protect shareholders' rights and ensure orderly proceedings, with specific rules for participation and speaking [2][3]. - Only authorized individuals, including shareholders and company representatives, are allowed to attend, and disruptive behavior will be addressed [2][3]. - Shareholders wishing to speak must register in advance, and speaking time is limited to maintain efficiency [4]. Meeting Agenda - The meeting is scheduled for July 2, 2025, at 14:30, at the company's headquarters [3]. - The agenda includes the announcement of the meeting's start, reading of guidelines, reviewing resolutions, shareholder speeches, voting, and concluding remarks [3][4]. Voting Procedures - Voting will be conducted through a combination of on-site and online methods, with specific rules for casting votes [5]. - The meeting will consider three resolutions, with one requiring a special resolution majority of two-thirds of the voting rights [4][5]. Convertible Bond Adjustment - The company proposes to adjust the conversion price of its convertible bonds due to stock price performance, with the current price at 11.19 yuan per share [6][7]. - The adjustment is permissible if the stock price falls below 80% of the conversion price for 15 out of 30 consecutive trading days [7]. - The proposed adjustment will be subject to shareholder approval, and the new price must meet certain valuation criteria [7]. Independent Director Changes - The company plans to remove independent director Gao Qiang due to his inability to fulfill duties and seeks shareholder approval for this action [8]. - A new independent director candidate, Mao Huigang, has been nominated, who meets all regulatory requirements and has no conflicts of interest [9].

Key Points - The company has issued convertible bonds with a total amount of 2 billion yuan, which began trading on November 16, 2020 [1] - The conversion period for the bonds is from April 22, 2021, to October 15, 2026 [2] - The conversion price has been adjusted multiple times due to profit distribution, with the latest adjustment reducing it to 10.91 yuan per share effective June 26, 2024 [3] - A recent board meeting approved a further reduction of the conversion price to 9.20 yuan per share, effective from November 2024 [4] - The company has outlined specific conditions under which the conversion price can be adjusted downward, including a scenario where the stock price falls below 85% of the current conversion price for at least 15 trading days [5] - The company is required to disclose any adjustments to the conversion price in accordance with regulatory guidelines [6]

Group 1 - The company issued 7,500,000 convertible bonds with a total amount of RMB 750 million, which started trading on September 8, 2021 [1][2] - The initial conversion price for the bonds was set at RMB 4.87 per share, which has undergone several adjustments due to stock price fluctuations [2][3][5] - The company has triggered conditions for a potential downward adjustment of the conversion price, as the stock price has been below 85% of the current conversion price for 10 consecutive trading days [1][8][9] Group 2 - The conversion period for the bonds is from February 14, 2022, to August 8, 2027, allowing bondholders to convert their bonds into shares during this timeframe [2] - The company has outlined specific conditions under which the conversion price can be adjusted downward, requiring approval from shareholders [8][9] - The company is obligated to disclose any decisions regarding the adjustment of the conversion price promptly following board meetings [9]

Summary of Key Points Core Viewpoint - The company, Anhui Kairun Co., Ltd., is facing a potential downward adjustment of its convertible bond conversion price due to its stock price being below 85% of the current conversion price for a significant number of trading days, which may trigger a board meeting to decide on the adjustment [1][6]. Convertible Bond Basic Information - The company issued 2,230,000 convertible bonds on December 26, 2019, with a total fundraising amount of RMB 223 million, netting RMB 217.3 million after expenses [1]. - The initial conversion price was set at RMB 33.34 per share, which has been adjusted multiple times due to various corporate actions [2][3]. Conversion Price Adjustments - The conversion price has been adjusted from RMB 33.34 to RMB 29.31 as of the latest announcement, with several adjustments occurring due to profit distribution and stock repurchase actions [3][4][5]. - The latest adjustment to RMB 29.31 will take effect on May 30, 2025 [5]. Downward Adjustment Conditions - The company has the right to propose a downward adjustment of the conversion price if the stock price remains below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [6]. - The adjustment proposal must be approved by at least two-thirds of the voting rights at a shareholders' meeting, excluding those holding the convertible bonds [6]. Recent Stock Performance - From June 8 to June 20, 2025, the company's stock price has been below RMB 24.91, which is 85% of the current conversion price of RMB 29.31, indicating a potential trigger for a price adjustment [6][7].