证券代码：605177 证券简称：东亚药业 公告编号：2025-041 债券代码：111015 债券简称：东亚转债 浙江东亚药业股份有限公司 关于部分限制性股票回购注销完成 ● 调整前转股价格：20.28 元/股 ● 调整后转股价格：20.28 元/股 不调整可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： ● 因本次回购注销的限制性股票占浙江东亚药业股份有限公司（以下简称 "公司"）总股本比例较小，经计算并四舍五入，本次限制性股票回购注销完成后， "东亚转债"转股价格不变。 一、可转换公司债券基本情况 经中国证券监督管理委员会证监许可〔2023〕1165 号文核准，公司于 2023 年 7 月 6 日发行了 690 万张可转换公司债券，每张面值 100 元，发行总额 69,000 万元，期限 6 年。 经上海证券交易所（以下简称"上交所"）自律监管决定书〔2023〕166 号文 同意，公司发行的 69,000 万元可转换公司债券于 2023 年 8 月 2 日起在上交所挂 牌交易，债券简称 ...

Core Viewpoint - East Asia Pharmaceutical plans to repurchase and cancel 14,000 restricted stocks due to one incentive object voluntarily resigning, with the cancellation expected to be completed by August 27, 2025 [1][2]. Group 1: Repurchase and Cancellation Decision - On June 30, 2025, East Asia Pharmaceutical held its fourth board meeting and eighth supervisory board meeting, where the proposal for repurchasing and canceling part of the restricted stocks was approved [2]. - The repurchase involves one incentive object who no longer qualifies for the restricted stock incentive due to voluntary resignation, and the company will repurchase the stocks at the grant price [2]. - The company has opened a dedicated securities account for the repurchase and applied for the cancellation procedures with the China Securities Depository and Clearing Corporation [2]. Group 2: Changes in Share Structure - After the repurchase and cancellation, the number of restricted circulating shares will decrease from 2,156,103 shares to 2,142,103 shares [3]. - The final share structure change will be confirmed by the China Securities Depository and Clearing Corporation after the cancellation is completed [3]. Group 3: Compliance and Legal Opinions - The board of directors stated that the decision-making process and information disclosure for the repurchase and cancellation are compliant and do not harm the interests of the incentive object or creditors [4]. - The company has committed to the accuracy and completeness of the information and has informed the incentive object without objection [4]. - Shanghai Junlan Law Firm believes that the repurchase and cancellation have obtained necessary approvals and are in compliance with relevant regulations, with minimal impact on the company's finances and operations [4].

Key Points - The company announced the interest payment schedule for its convertible bonds, "东亚转债," which will begin on July 7, 2025 [1][2] - The total amount raised from the issuance of the convertible bonds is RMB 690 million, with a maturity period of 6 years and a tiered interest rate structure [1][2] - The bond's interest rates are set at 0.20% for the first year, increasing to 2.50% by the sixth year [1][2] - The bond's conversion price was adjusted from RMB 24.95 to RMB 20.60, and subsequently to RMB 20.28 due to profit distribution [2] - The interest payment for the second year will be calculated based on a rate of 0.40%, resulting in a payment of RMB 0.40 per bond before tax [4][5] - The bondholders will receive their interest payments through the China Securities Depository and Clearing Corporation Limited, and tax obligations will be handled by the payment institutions [4][5] - Non-resident enterprises holding the bonds are exempt from corporate income tax on the interest income until December 31, 2025 [5]

Group 1 - The meeting of the fourth supervisory board of Zhejiang Dongya Pharmaceutical Co., Ltd. was held on May 30, 2025, in accordance with relevant laws and regulations [1][2] - The supervisory board approved the proposal to postpone the investment project funded by convertible bonds, stating that the decision was made based on the actual situation of the project and did not harm the interests of shareholders or the company [1][2] - The voting results showed unanimous support for the proposal, with 3 votes in favor and no votes against or abstentions [2]

Core Viewpoint - Zhejiang Dongya Pharmaceutical Co., Ltd. has decided not to lower the conversion price of its convertible bonds, despite meeting the conditions for such a revision due to stock price performance [2][10]. Group 1: Convertible Bond Issuance and Terms - The company issued 6,900,000 convertible bonds on July 6, 2023, with a total fundraising amount of RMB 69 million, at a face value of RMB 100 each and a term of 6 years [3]. - The initial conversion price was set at RMB 24.95 per share, currently adjusted to RMB 20.28 per share [5][6]. - The conversion period for the bonds is from January 12, 2024, to July 5, 2029 [6]. Group 2: Conditions for Price Adjustment - The company’s stock price has been below 90% of the current conversion price (RMB 18.25) for 15 out of the last 30 trading days, meeting the conditions for a potential downward adjustment of the conversion price [2][9]. - The board has the authority to propose a downward adjustment, which requires a two-thirds majority approval from shareholders at a general meeting [7]. Group 3: Decision on Price Adjustment - The board of directors held a meeting on April 25, 2025, and decided not to lower the conversion price, maintaining this decision for a period of 6 months [10]. - If the conditions for a downward adjustment are met again after this period, the board will reconvene to consider the adjustment [10].

Core Viewpoint - Zhejiang Dongya Pharmaceutical Co., Ltd. plans to repurchase and cancel 14,000 restricted stocks due to the departure of one incentive object from the 2024 Restricted Stock Incentive Plan [2][4][10] Summary by Sections Repurchase and Cancellation Reasons - The repurchase and cancellation of restricted stocks is based on the "Management Measures for Equity Incentives of Listed Companies" and the company's 2024 Restricted Stock Incentive Plan, as one incentive object has left the company [2][4] Details of the Repurchase and Cancellation - The decision for the repurchase was approved in meetings held on February 12, 2025, and the company has completed the necessary creditor notification procedures [3][4] - The repurchase involves one incentive object and a total of 14,000 restricted stocks, leaving 2,156,103 restricted stocks remaining after the cancellation [6][10] Repurchase Arrangement - The company has opened a dedicated securities account for the repurchase and expects to complete the cancellation by April 14, 2025 [6][10] Impact on Share Structure - After the cancellation, the company's share structure will be adjusted, but the specific changes will be confirmed by the China Securities Depository and Clearing Corporation [6][10] Legal Compliance and Commitments - The board of directors confirms that the decision-making process and information disclosure comply with relevant laws and regulations, ensuring no harm to the rights of the incentive objects or creditors [7][10] Convertible Bond Information - The repurchase of restricted stocks does not affect the conversion price of the company's convertible bonds, which remains at 20.28 yuan per share [10][16] - The company issued 6.9 million convertible bonds in 2023, with a total amount of 69 million yuan, and the bonds are currently trading on the Shanghai Stock Exchange [10][11]