Group 1 - The controlling shareholder, Xiamen Jianpan Group Co., Ltd., has increased its stake in the company from 42.0280% to 43.0535% by acquiring 1,581,880 shares, representing 1.0255% of the total share capital from June 16, 2025, to September 15, 2025 [2][1] - The increase in shareholding does not trigger a mandatory tender offer and will not result in a change of control of the company [2][1] - The company will ensure that the controlling shareholder adheres to relevant regulations regarding share acquisition and timely information disclosure [2][1]

证券代码：603180 证券简称：金牌家居 公告编号：2025-060 转债代码：113670 转债简称：金 23 转债 金牌厨柜家居科技股份有限公司 关于第五届董事会第二十三次会议决议公告 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个别及连带责任。 一、董事会召开情况 金牌厨柜家居科技股份有限公司（以下简称"公司"）于 2025 年 8 月 27 日在公司会议室召开第五届董事会第二十三次会议。公司 于召开会议前依法通知了全体董事，会议通知的时间及方式符合国家 有关法律、法规及《公司章程》的规定。会议由董事长温建怀主持， 应出席会议董事 7 名，实际出席会议董事 7 名。本次会议的召集召开 符合《公司法》和《公司章程》的有关规定，会议决议合法、有效。 二、董事会会议审议情况 （一）审议通过《关于 2025 年半年度报告及其摘要的议案》 具体内容详见公司于 2025 年 8 月 28 日刊载于上海证券交易所网 站的《金牌家居关于 2025 年半年度募集资金存放与实际使用情况的 专项报告》 表决结果：7 票同意，0 票反对，0 票弃权。 ...

Group 1 - The company will hold a half-year performance briefing on September 16, 2025, from 15:00 to 16:00 [1][2] - The briefing will be conducted in an interactive online format via the Shanghai Stock Exchange Roadshow Center [2][4] - Investors can submit questions from September 9 to September 15, 2025, before 16:00 [3][4] Group 2 - Key personnel attending the briefing include the Chairman, independent directors, and the CFO [2] - The company aims to address common investor concerns regarding its operating results and financial indicators for the first half of 2025 [2][3] - Investors can access the briefing details and main content afterward on the Shanghai Stock Exchange Roadshow Center website [4]

登录新浪财经APP 搜索【信披】查看更多考评等级 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个别及连带责任。 （一）转股价格修正条款 根据《金牌厨柜家居科技股份有限公司向不特定对象发行可转换公司债券募集说明书》（以下简 称"《募集说明书》"）的相关条款规定，在本次发行的可转换公司债券存续期间，当公司股票在任意连 续三十个交易日中至少有十五个交易日的收盘价低于当期转股价格的80%时，公司董事会有权提出转股 价格向下修正方案并提交公司股东大会表决。 上述方案须经出席会议的股东所持表决权的三分之二以上通过方可实施。股东大会进行表决时，持有本 次发行的可转换公司债券的股东应当回避。修正后的转股价格应不低于前述股东大会召开日前二十个交 易日公司股票交易均价和前一交易日均价之间的较高者，且同时不得低于最近一期经审计的每股净资产 以及股票面值。 重要内容提示： ● 自2025年7月17日至2025年8月6日，金牌厨柜家居科技股份有限公司（以下简称"公司"）股票在连续 30个交易日中已有15个交易日的收盘价低于当期转股价格的80%（30.11元/股 ...

Core Viewpoint - The company has decided not to lower the conversion price of the "Jin 23 Convertible Bond" despite triggering conditions for a downward adjustment due to stock price performance [2][7]. Group 1: Convertible Bond Details - The company issued 7.7 billion yuan worth of convertible bonds on April 17, 2023, with a face value of 100 yuan each and a maturity of six years [3]. - The initial conversion price was set at 39.57 yuan per share, with the conversion period from October 21, 2023, to April 16, 2029 [3]. - The latest adjusted conversion price is 37.64 yuan per share, effective from July 9, 2025 [4]. Group 2: Trigger Conditions and Board Decision - From July 17 to August 6, 2025, the company's stock price closed below 80% of the current conversion price on 15 out of 30 trading days, triggering the adjustment clause [2][5]. - The board of directors unanimously decided not to adjust the conversion price during the board meeting on August 6, 2025 [6][7]. - The decision will remain in effect for three months, during which any further triggers will also not result in a downward adjustment [2][7].

Core Points - The company, Jinpai Kitchen Cabinet Home Technology Co., Ltd., has maintained its credit rating of "AA" for both its entity and the "Jin 23 Convertible Bond" with a stable outlook [1][2]. - The tracking credit rating was conducted by China Chengxin International Credit Rating Co., Ltd. on June 26, 2025, confirming no changes from the previous rating [2]. Summary by Sections Credit Rating - Previous entity credit rating: "AA" - Current entity credit rating: "AA" - Previous bond credit rating: "AA" - Current bond credit rating: "AA" - Rating outlook: Stable [1][2]. Rating Agency - The rating was conducted by China Chengxin International Credit Rating Co., Ltd. [2].

Group 1 - The company will stop the conversion of its convertible bonds "Jin 23 Convertible Bonds" from July 1, 2025, until the equity distribution registration date [1][2] - The company plans to distribute a cash dividend of 0.392 yuan per share (including tax) to all shareholders based on the total share capital minus the shares held in the repurchase account [1][2] - The adjustment of the conversion price for "Jin 23 Convertible Bonds" will be made according to the terms outlined in the bond issuance prospectus after the equity distribution [2] Group 2 - The company will announce the implementation of the equity distribution and the adjustment of the convertible bond conversion price on July 2, 2025, through various media [2] - Holders of "Jin 23 Convertible Bonds" must convert their bonds before June 30, 2025, to participate in the equity distribution [2] - The company has provided contact information for inquiries regarding the equity distribution [2]

Meeting Overview - The annual general meeting of Jinpai Kitchen Home Technology Co., Ltd. was held on May 21, 2025, at the company's conference room in Xiamen [2] - The meeting was convened by the board of directors and chaired by Vice Chairman Pan Xiaozhen, utilizing a combination of on-site and online voting methods [2][3] Attendance and Voting - A total of 7 directors were in office, with 3 attending in person and others participating via communication [3] - The meeting's convening, holding, and voting procedures complied with the Company Law and the company's articles of association, ensuring the legality and validity of the resolutions made [2][6] Resolutions Passed - All proposed resolutions were approved, including: - 2024 Board of Directors Work Report [3] - 2024 Supervisory Board Work Report [3] - 2024 Independent Directors' Work Report [3] - 2024 Financial Settlement Report [4] - 2024 Annual Report and Summary [4] - 2024 Profit Distribution Plan [4] - Reappointment of the auditing firm for 2025 [4] - Compensation execution for directors, supervisors, and senior management for 2024 and the compensation plan for 2025 [4] - Provision of guarantees for subsidiaries [5] - Provision of guarantees for engineering agents [5] - Use of idle self-owned funds for entrusted financial management [5] - Application for comprehensive credit limits from banks [5] Legal Verification - The meeting was witnessed by Fujian Zhili Law Firm, with lawyers confirming that the meeting's procedures complied with relevant laws and regulations [6]

Meeting Overview - The shareholders' meeting was held on May 21, 2025, at the company's conference room in Xiamen [1] - The meeting was attended by shareholders representing 68.1154% of the total shares [1] - The meeting was convened by the board of directors and chaired by Vice Chairman Pan Xiaozhen, utilizing both on-site and online voting methods [1] Voting Results - All non-cumulative voting proposals were approved with a high majority, including: - Proposal 1: 99.9776% approval from A-shareholders [2] - Proposal 2: 99.9882% approval from A-shareholders [2] - Proposal 3: 99.9699% approval from A-shareholders [2] - Proposal 4: 99.9802% approval from A-shareholders [2] - Proposal 5: 99.9815% approval from A-shareholders [2] Cash Dividend Voting - The voting results for cash dividends showed unanimous support from shareholders holding more than 5% and 1%-5% of shares, with 100% approval [3] - Among shareholders holding less than 1%, 99.4367% approved the cash dividend proposal [3] Legal Compliance - The meeting's procedures were confirmed to comply with relevant laws and regulations, ensuring the legality and validity of the voting results [4]

Core Viewpoint - The controlling shareholder of Golden Home Kitchen Technology Co., Ltd., Xiamen Jianpan Group, plans to increase its stake in the company, demonstrating confidence in the company's future and aiming to boost investor confidence [2][6]. Group 1: Shareholder Increase Plan - Jianpan Group intends to increase its shareholding through the Shanghai Stock Exchange within six months, with a total investment between RMB 55 million and RMB 110 million [2][9]. - The increase will not have a set price range and will depend on the assessment of the company's stock value and market fluctuations [3][10]. - Jianpan Group currently holds 64,044,322 shares, representing 41.52% of the company, and together with its concerted actions, holds 92,855,509 shares, or 60.20% [4][5]. Group 2: Funding and Commitment - The funding for the share purchase will come from both self-owned funds and a special loan from China Industrial Bank, which has committed to providing up to RMB 99 million for this purpose [11]. - Jianpan Group has committed not to reduce its shareholding during the implementation of this increase plan [12]. Group 3: Convertible Bond Information - The company has issued convertible bonds (code: 113670) with a current conversion price of RMB 38.03 per share, and the conversion period is from October 21, 2023, to April 16, 2029 [17][19]. - If the company's stock price falls below 80% of the conversion price for a specified number of trading days, it may trigger a downward adjustment of the conversion price [22][23].