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黑龙江珍宝岛药业股份有限公司2025年第三次临时股东会决议公告
Core Viewpoint - The company held its third extraordinary general meeting of shareholders for 2025, where no resolutions were rejected, and key decisions were made regarding the appointment of auditors and adjustments to the convertible bond exchange price [2][4][6]. Group 1: Meeting Details - The extraordinary general meeting was held on December 11, 2025, in Harbin, China [2]. - The meeting was convened by the board of directors and chaired by Chairman Fang Tonghua, utilizing a combination of on-site and online voting methods [2][3]. - All six current directors and the board secretary attended the meeting [3]. Group 2: Resolutions and Voting - A resolution to reappoint the auditing firm for the 2025 fiscal year was passed [4]. - There were no significant matters requiring a vote from shareholders holding less than 5% of shares [4]. Group 3: Legal Oversight - The meeting was witnessed by Beijing Lantai Law Firm, with lawyers Zhang Buyong and Cao Wenwen providing legal opinions confirming the legality of the meeting's procedures and outcomes [5]. Group 4: Convertible Bond Adjustment - The controlling shareholder, Heilongjiang Chuangda Group, announced an adjustment to the exchange price of its non-publicly issued convertible bonds due to a decline in the stock price [6]. - The exchange price will be reduced from 10.54 CNY per share to 9.49 CNY per share, effective December 18, 2025, following a period where the stock price was below the original exchange price for 15 consecutive trading days [6].
黑龙江珍宝岛药业股份有限公司关于控股股东非公开发行可交换公司债券换股价格调整的提示性公告
Group 1 - The company announced a price adjustment for the exchangeable bonds issued by its controlling shareholder, Heilongjiang Chuangda Group Co., Ltd. [1][2] - The first phase of the exchangeable bonds, with a total issuance of 910 million yuan and a term of 3 years, was completed on April 11, 2023 [1] - The second phase of the exchangeable bonds, with a total issuance of 90 million yuan and a term of 3 years, was completed on June 28, 2023 [2] Group 2 - The company’s 2024 profit distribution plan includes a cash dividend of 1.50 yuan per 10 shares, totaling approximately 141.13 million yuan [3] - The adjusted cash dividend per share, after considering the total share capital dilution, will be 0.15 yuan per share [3] - The record date for the profit distribution is set for August 19, 2025, with the ex-dividend date and cash dividend payment date on August 20, 2025 [3] Group 3 - The adjustment of the exchange price for the bonds is based on the company's profit distribution and follows specific formulas outlined in the bond issuance prospectus [4][5] - The exchange price for the first phase bond will be adjusted from 13.50 yuan to 13.35 yuan per share, while the second phase bond will be adjusted from 10.69 yuan to 10.54 yuan per share [5] - The controlling shareholder has sufficient stock available for the exchange after the price adjustments [5]