证券代码：603486 证券简称：科沃斯公告编号：2025-088 转债代码：113633 转债简称：科沃转债 科沃斯机器人股份有限公司 关于"科沃转债"2025年付息的公告 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： ● 可转债兑息日：2025年12月1日（因2025年11月30日为非交易日，故顺延至下一个交易日） i：指本次可转债当年票面利率。 科沃斯机器人股份有限公司（以下简称"公司"、"本公司"）于2021年11月30日公开发行的可转换公司债 券（以下简称"科沃转债"）将于2025年12月1日（因2025年11月30日为非交易日，故顺延至下一个交易 日）开始支付2024年11月30日至2025年11月29日期间的利息。根据《科沃斯机器人股份有限公司公开发 行A股可转换公司债券募集说明书》（以下简称"《募集说明书》"）有关条款的规定，现将有关事项公 告如下： 一、本期债券的基本情况 11、还本付息的期限和方式：本次发行的可转债采用每年付息一次的付息方式，到期归还本金和最后一 年利息。 （1）计息年度的 ...

Core Viewpoint - The announcement details the results of the stock option and restricted stock incentive plan for 2024, highlighting the successful exercise of stock options and the subsequent changes in shareholding structure. Group 1: Incentive Plan Overview - The first exercise period of the stock option plan allows for 2,961,250 stock options, with the exercise period from September 20, 2025, to September 19, 2026, and the exercise price set at 31.86 yuan per share [2][8][9] - In the third quarter of 2025, 2,506,028 shares were exercised, representing 84.63% of the total available options [2][8][10] Group 2: Decision-Making and Disclosure Process - The decision-making process for the incentive plan was completed on August 29, 2024, with approvals from both the board of directors and the supervisory board [3][4] - The plan was publicly disclosed, and no objections were raised during the internal announcement period [4][5] Group 3: Share Changes and Financial Impact - The total number of shares listed for trading after the exercise was 2,506,028, which will be unrestricted for trading [10][13] - The funds raised from the exercise amounted to approximately 79.84 million yuan, intended to supplement the company's working capital [13] Group 4: Convertible Bond Information - As of September 30, 2025, a total of 435,000 yuan of convertible bonds had been converted into shares, with 2,345 shares issued, representing 0.0004086% of the total shares before conversion [18][32] - The remaining unconverted convertible bonds amount to approximately 1.04 billion yuan, accounting for 99.96% of the total issuance [18][32] Group 5: Adjustments to Convertible Bond Conversion Price - The conversion price of the convertible bonds was adjusted from 174.43 yuan to 173.81 yuan due to the stock option exercise, effective from October 14, 2025 [38][41] - The adjustment was based on the formula outlined in the bond issuance documentation, considering the impact of the stock options exercised [41][42]

Core Points - The report discusses the issuance of convertible bonds by Ecovacs Robotics Co., Ltd. and the subsequent adjustment of the conversion price due to changes in the company's capital structure [2][30]. Group 1: Bond Issuance Overview - The total amount of the convertible bonds issued is capped at 1.04 billion yuan, with 10.4 million bonds issued at a face value of 100 yuan each [3][4]. - The bonds were approved by the China Securities Regulatory Commission and began trading on December 29, 2021 [3][4]. Group 2: Bond Terms and Conditions - The bonds have a maturity period of six years, from November 30, 2021, to November 29, 2027, with an annual interest rate that increases from 0.3% in the first year to 2.0% in the sixth year [5][6]. - Interest is paid annually, and the bondholders are responsible for any applicable taxes on their interest income [9]. Group 3: Conversion and Adjustment Mechanism - The initial conversion price was set at 178.44 yuan per share, with provisions for adjustments based on stock dividends, capital increases, and cash dividends [11][12]. - The conversion price was adjusted from 174.85 yuan to 174.43 yuan per share effective August 29, 2025, due to changes in the company's stock structure [29]. Group 4: Impact on the Company - The adjustment of the conversion price aligns with the terms outlined in the bond's offering document and does not adversely affect the company's operational or debt repayment capabilities [30]. - The company will continue to monitor the bond's principal and interest repayment situation and other significant matters affecting bondholders' interests [30].

中国国际金融股份有限公司（以下简称"中金公司"）作为科沃斯机器人股份 有限公司公开发行A股可转换公司债券（债券简称：科沃转债，债券代码：113633， 以下简称"本期债券"）的保荐机构和主承销商，持续密切关注对债券持有人权益 有重大影响的事项。根据《公司债券发行与交易管理办法》（2023年修订）《公 司债券受托管理人执业行为准则》《可转换公司债券管理办法》等相关规定、本 期债券《受托管理协议》的约定以及发行人于2025年8月28日披露的《科沃斯机 器人股份有限公司关于"科沃转债"转股价格调整暨转股停牌的公告》，现就本 期债券重大事项报告如下： 一、本期债券核准概况 股票代码：603486 股票简称：科沃斯 债券代码：113633 债券简称：科沃转债 科沃斯机器人股份有限公司 公开发行 A 股可转换公司债券 第四次临时受托管理事务报告 （2025 年度） 债券受托管理人 二〇二五年九月 重要声明 本报告依据《公司债券发行与交易管理办法》（2023年修订）、《科沃斯机 器人股份有限公司公开发行可转换公司债券之债券受托管理协议》（以下简称 "《受托管理协议》"）、《科沃斯机器人股份有限公司公开发行A股可转换公司 债 ...

Core Viewpoint - The company is adjusting the conversion price of its convertible bonds due to the repurchase and cancellation of restricted stocks, which will affect the bondholders' rights and interests [1][3][4]. Group 1: Stock Repurchase and Cancellation - The company plans to repurchase and cancel 489,300 shares of restricted stock held by 77 employees who no longer qualify for the stock incentive plan due to their departure [3][4]. - The cancellation of these shares has been completed, and the company has received the necessary registration proof from the China Securities Depository and Clearing Corporation [4]. Group 2: Adjustment of Conversion Price - The previous conversion price of the "Kewo Convertible Bonds" was 174.72 CNY per share, which has been adjusted to 174.85 CNY per share [2][4]. - The adjustment will take effect on July 8, 2025, with the bonds being suspended from conversion on July 7, 2025, and resuming on July 8, 2025 [2][4]. Group 3: Regulatory Compliance - The adjustment of the conversion price is in accordance with the terms outlined in the company's prospectus for the convertible bonds, ensuring compliance with relevant regulations [4].

Core Points - The company has issued a total of 10,400,000 convertible bonds with a total value of RMB 104 million, which are set to mature on November 29, 2027 [3][4] - The initial conversion price for the convertible bonds was set at RMB 178.44 per share, which has been adjusted multiple times, with the latest price being RMB 175.41 per share [5][10] - As of June 30, 2025, a total of RMB 426,000 worth of convertible bonds have been converted into 2,300 shares, representing 0.0004008% of the company's total shares before conversion [2][14] - The remaining unconverted convertible bonds amount to RMB 1,039,574,000, which is 99.9590% of the total issuance [2][14] Convertible Bond Issuance Overview - The company received approval from the China Securities Regulatory Commission to issue convertible bonds on November 30, 2021 [3] - The bonds were listed on the Shanghai Stock Exchange on December 29, 2021, under the name "科沃转债" [4] Conversion Situation - From April 1, 2025, to June 30, 2025, the company converted RMB 31,000 worth of convertible bonds into 176 shares, which is 0.0000307% of the total shares before conversion [2][14] - Cumulatively, from June 6, 2022, to June 30, 2025, the total conversion amount reached RMB 426,000, resulting in 2,300 shares [2][14] Share Capital Changes - The company has made several adjustments to the conversion price due to changes in share capital resulting from various stock incentive plans [6][10][12]

Group 1 - The board of directors of Ecovacs Robotics held its second meeting, with all 9 directors present, and the meeting was deemed legally valid [1] - The board decided not to adjust the conversion price of the "Kewo Convertible Bonds" despite triggering the downward adjustment clause, maintaining the current conversion price at 174.72 yuan per share [1] - The board will reconsider the adjustment of the conversion price if the clause is triggered again after December 29, 2025 [1] Group 2 - The remuneration and assessment committee approved the proposal for adjustments to the 2024 stock option and restricted stock incentive plan, which was submitted to the board for review [2] - Legal opinions and independent financial advisory reports were provided regarding the adjustments to the incentive plan [3] - The voting results for the proposals showed unanimous support, with 8 votes in favor and no opposition [2][3]

Group 1 - The company announced that the convertible bond "Kewo Convertible Bond" may meet the conditions for a downward adjustment of the conversion price [1][2] - The conversion price adjustment clause allows the board to propose a downward adjustment if the stock price is below 85% of the current conversion price for 15 out of 30 consecutive trading days [1] - The adjusted conversion price must not be lower than the average trading price of the company's A shares over the 20 trading days prior to the shareholders' meeting [1] Group 2 - From June 9, 2025, to June 20, 2025, the company's stock has recorded 10 trading days where the closing price was below 85% of the current conversion price of 174.72 yuan per share, which is 148.51 yuan per share [2] - If the stock price continues to meet the conditions in the next 20 trading days, it may trigger the conversion price adjustment clause [2] - The company will disclose relevant announcements regarding the adjustment, including the adjustment range and the record date for shareholders [2]

Core Points - The company announced a cash dividend distribution of 0.45 yuan per share for the fiscal year 2024, totaling approximately 258.88 million yuan [2][4][19] - The dividend distribution plan was approved at the annual shareholders' meeting held on May 16, 2025 [2][19] - The total share capital of the company as of April 24, 2025, was 575,295,394 shares, and the cash dividend will not involve capital reserve transfers or stock bonuses [4][19] Distribution Plan - The cash dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the close of trading on the record date [3][4] - The company will not conduct capital reserve transfers or stock bonuses for this fiscal year [4][6] Taxation Details - Individual shareholders holding shares for over one year will be exempt from personal income tax on dividend income, while those holding for one year or less will have tax withheld upon stock transfer [7][8] - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, resulting in a net dividend of 0.405 yuan per share [8][9] Convertible Bond Adjustment - Following the dividend distribution, the conversion price of the company's convertible bonds will be adjusted from 175.17 yuan to 174.72 yuan per share, effective from June 6, 2025 [10][20] - The convertible bonds will be suspended from conversion from May 29 to June 5, 2025, and will resume conversion on June 6, 2025 [14][20] Consultation Information - Shareholders with inquiries regarding the dividend distribution can contact the company's securities department at the provided phone number [11][12]

Group 1 - The company plans to distribute a cash dividend of 0.45 yuan per share (including tax) to all shareholders, totaling approximately 258.88 million yuan, which accounts for 32.12% of the net profit attributable to shareholders for the year [1][2] - The convertible bonds "Kewo Convertible Bonds" will suspend conversion from May 29, 2025, until the equity registration date due to the implementation of the 2024 profit distribution plan [1][2] - The company will adjust the conversion price of the "Kewo Convertible Bonds" in accordance with the relevant provisions in the bond issuance prospectus after the profit distribution plan is implemented [2] Group 2 - The company will disclose the relevant implementation announcement of the profit distribution and the adjustment of the conversion price for "Kewo Convertible Bonds" on May 30, 2025 [2] - Holders of convertible bonds wishing to enjoy the profit distribution can convert their bonds until May 28, 2025 [2] - The company will maintain the per-share distribution ratio unchanged even if there are changes in the total share capital due to various corporate actions [2]