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Announcement by Zhejiang Fulai New Materials Co., Ltd. on the Results of Convertible Bond Conversion and Changes in Shareholding
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Stock Code: 605488 Stock Short Name: Fulaixin Materials Announcement No.: Lin 2026-040
Bond Code: 111012 Bond Short Name: Fuxin Convertible Bond
Zhejiang Fulaixin New Materials Co., Ltd.
Announcement on the Results of the Conversion of the Convertible Bond and Changes in Share Capital
The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents.
Key highlights:
● Cumulative conversion status: Zhejiang Fulaixin New Materials Co., Ltd. (hereinafter referred to as the “Company” or “Fulaixin Materials”) publicly issued convertible corporate bonds (hereinafter referred to as the “Fuxin Convertible Bond” or the “Convertible Bond”). The “Fuxin Convertible Bond” started converting into shares as of July 10, 2023. As of March 31, 2026, a cumulative total of RMB 327,295,000 of the “Fuxin Convertible Bond” has been converted into the Company’s shares. The number of shares formed as a result of conversion is 24,247,087 shares, accounting for 13.79% of the total number of shares issued by the Company prior to the conversion of the Convertible Bonds.
● Convertible bonds not yet converted: As of March 31, 2026, the amount of the “Fuxin Convertible Bond” not yet converted is RMB 101,723,000, accounting for 23.71% of the total issuance amount of the “Fuxin Convertible Bond”.
● Conversion status this quarter: From January 1, 2026 to March 31, 2026, the “Fuxin Convertible Bond” had a cumulative conversion amount of RMB 158,000, and the number of shares formed as a result of conversion is 14,276 shares.
I. Overview of issuance and listing of the Convertible Bonds
(I) Issuance of the Convertible Bonds
Approved by the China Securities Regulatory Commission’s (CSRC) reply, “Reply on Approving the Public Issuance of Convertible Corporate Bonds by Zhejiang Fulaixin New Materials Co., Ltd.” (CSRC Approval [2022] No. 2891), the Company publicly issued 4,290.18 million lots of convertible corporate bonds on January 4, 2023, each with a par value of RMB 100. The total issuance amount was RMB 42,901.80 million.
The term of the Convertible Bonds issued in this offering is 6 years from the date of issuance, i.e., from January 4, 2023 to January 3, 2029. The bond interest rates are 0.40% for the first year, 0.60% for the second year, 1.20% for the third year, 1.80% for the fourth year, 2.50% for the fifth year, and 3.00% for the sixth year.
(II) Listing of the Convertible Bonds
With approval from the Shanghai Stock Exchange’s self-regulatory supervision decision letter [2023] No. 17, the Company’s RMB 42,901.80 million Convertible Bonds issued in this offering were listed and traded on the SSE on February 7, 2023. The bond abbreviation is “Fuxin Convertible Bond,” and the bond code is “111012”.
(III) Conversion price of the Convertible Bonds
Pursuant to relevant regulations and the provisions of the “Offering Memorandum for the Public Issuance of Convertible Corporate Bonds by Zhejiang Fulaixin New Materials Co., Ltd.,” the Company’s “Fuxin Convertible Bond” is convertible into the Company’s shares as of July 10, 2023. The initial conversion price was RMB 14.02 per share, and the latest conversion price is RMB 11.22 per share. Details of previous adjustments to the conversion price are as follows:
Upon the Company’s implementation of the “2022 Profit Distribution Plan,” cash dividends of RMB 2.00 per 10 shares (including tax) were distributed to all shareholders. The conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 14.02 per share to RMB 13.82 per share with effect from May 16, 2023. For details, please refer to the “Fulaixin Materials Announcement on the Adjustment of the Conversion Price of the Convertible Bonds” disclosed by the Company on May 9, 2023 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the completion of the repurchase and cancellation of 940,978 restricted shares granted under the “2021 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.82 per share to RMB 13.85 per share with effect from June 27, 2023. For details, please refer to the “Fulaixin Materials Announcement on the Completion of the Repurchase and Cancellation of Certain Restricted Shares and the Adjustment of the Conversion Price of the Convertible Bonds” disclosed by the Company on June 27, 2023 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
After the registration was completed for 324.00 million shares of restricted stock first granted under the “2023 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.85 per share to RMB 13.74 per share with effect from September 19, 2023. For details, please refer to the “Fulaixin Materials Announcement on the Adjustment of the Conversion Price of ‘Fuxin Convertible Bond’” disclosed by the Company on September 16, 2023 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
After the registration was completed for 200,000 shares of restricted stock granted under the reserved grant (first batch) under the “2023 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.74 per share to RMB 13.73 per share with effect from December 7, 2023. For details, please refer to the “Fulaixin Materials Announcement on the Adjustment of the Conversion Price of ‘Fuxin Convertible Bond’ and the Suspension of Conversion” disclosed by the Company on December 6, 2023 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
After the registration was completed for 80,000 shares of restricted stock granted under the reserved grant (second batch) under the “2023 Restricted Stock Incentive Plan” implemented by the Company, due to the reserved-grant (second batch) restricted stock quantity accounting for a small proportion of the Company’s total share capital, after calculation and rounding, the conversion price of the “Fuxin Convertible Bond” remains unchanged after completion of the registration of reserved-grant stock. For details, please refer to the “Fulaixin Materials Announcement on Not Adjusting the Conversion Price of ‘Fuxin Convertible Bond’ after Completion of the Registration of the Reserved Grant (Second Batch) under the 2023 Restricted Stock Incentive Plan” disclosed by the Company on February 24, 2024 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the Company’s implementation of the “2023 Profit Distribution Plan,” cash dividends of RMB 2.00 per 10 shares (including tax) were distributed to all shareholders. The conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.73 per share to RMB 13.53 per share with effect from June 19, 2024. For details, please refer to the “Fulaixin Materials Announcement on Adjusting the Conversion Price of ‘Fuxin Convertible Bond’ when Implementing the 2023 Equity Distribution” disclosed by the Company on June 13, 2024 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the completion of the repurchase and cancellation of 851,657 restricted shares granted under the “2021 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.53 per share to RMB 13.55 per share with effect from July 11, 2024. For details, please refer to the “Fulaixin Materials Announcement on the Completion of the Repurchase and Cancellation of Certain Restricted Shares and the Adjustment of the Conversion Price of Convertible Bonds” disclosed by the Company on July 10, 2024 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the completion of the repurchase and cancellation of 384,000 restricted shares granted under the “2023 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.55 per share to RMB 13.56 per share with effect from October 18, 2024. For details, please refer to the “Fulaixin Materials Announcement on the Completion of the Repurchase and Cancellation of Certain Restricted Shares and the Adjustment of the Conversion Price of Convertible Bonds” disclosed by the Company on October 17, 2024 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the Company’s implementation of the “2024 First Three Quarters Profit Distribution Plan,” cash dividends of RMB 1.00 per 10 shares (including tax) were distributed to all shareholders. The conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.56 per share to RMB 13.46 per share with effect from January 8, 2025. For details, please refer to the “Fulaixin Materials Announcement on Adjusting the Conversion Price of ‘Fuxin Convertible Bond’ when Implementing the 2024 First Three Quarters Equity Distribution” disclosed by the Company on December 31, 2024 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the Company’s implementation of the “2024 Profit Distribution Plan,” cash dividends of RMB 1.50 per 10 shares (including tax) were distributed to all shareholders, and 4 shares were transferred to all shareholders for every 10 shares from capital reserve funds. The conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 13.46 per share to RMB 9.54 per share with effect from May 30, 2025. For details, please refer to the “Fulaixin Materials Announcement on Adjusting the Conversion Price of ‘Fuxin Convertible Bond’ when Implementing the 2024 Equity Distribution” disclosed by the Company on May 26, 2025 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
Upon the completion of the repurchase and cancellation of a total of 1,808,506 restricted shares granted under the “2021 Restricted Stock Incentive Plan” and the “2023 Restricted Stock Incentive Plan” implemented by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 9.54 per share to RMB 9.56 per share with effect from July 24, 2025. For details, please refer to the “Fulaixin Materials Announcement on the Completion of the Repurchase and Cancellation of Certain Restricted Shares and the Adjustment of the Conversion Price of Convertible Bonds” disclosed by the Company on July 23, 2025 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
After the completion of registration of 21,647,274 shares issued to specific investors by the Company, the conversion price of the “Fuxin Convertible Bond” was adjusted from RMB 9.56 per share to RMB 11.22 per share with effect from March 6, 2026. For details, please refer to the “Fulaixin Materials Announcement on Adjusting the Conversion Price of ‘Fuxin Convertible Bond’ due to the Issuance of Shares to Specific Investors” disclosed by the Company on March 5, 2026 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
II. Conversion status of the Convertible Bonds this time
The conversion period of the “Fuxin Convertible Bond” is from July 10, 2023 to January 3, 2029. From January 1, 2026 to March 31, 2026, a cumulative total of RMB 158,000 of the “Fuxin Convertible Bond” has been converted into the Company’s shares, and the number of shares formed as a result of conversion is 14,276 shares. As of March 31, 2026, the cumulative conversion amount is RMB 327,295,000, and the cumulative number of shares formed as a result of conversion is 24,247,087 shares, accounting for 13.79% of the total number of shares issued by the Company prior to the conversion of the Convertible Bonds.
As of March 31, 2026, the amount of the “Fuxin Convertible Bond” not yet converted is RMB 101,723,000, accounting for 23.71% of the total issuance volume of the “Fuxin Convertible Bond”.
III. Changes in share capital
Unit: shares
■
Note: The Company’s issuance of 21,647,274 shares to specific investors was completed on March 3, 2026 with registration, custody, and lock-up procedures handled with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The new shares issued in this offering are shares with limited tradability under lock-up arrangements. For details, please refer to the “Fulaixin Materials Announcement on the Results of the Issuance of Shares to Specific Investors and Changes in Share Capital” disclosed by the Company on March 5, 2026 on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
IV. Changes in holdings of information disclosure obligors
■
Note 1: The shareholding percentage before this equity change is calculated based on the Company’s share capital as of December 31, 2025, and the shareholding percentage after this equity change is calculated based on the Company’s share capital as of March 31, 2026.
Note 2: Due to the equity change being passively triggered for reasons including the Company’s issuance of shares to specific investors and the conversion of the convertible bonds, Xia Houjun and its persons acting in concert, Jiashan City Jinqu Enterprise Management Partnership (Limited Partnership), were passively triggered to reach a 1% integer multiple. On March 5, 2026, the Company disclosed the “Fulaixin Materials Announcement on the Results of the Issuance of Shares to Specific Investors and Changes in Share Capital” on the Shanghai Stock Exchange website (www.sse.com.cn) and in the designated information disclosure media.
V. Other
Contact department: Office of the Secretary to the Board of Directors of the Company
Consultation phone: 0573-89100971
Consultation email: zqsw@fulai.com.cn
This announcement is hereby issued.
Zhejiang Fulaixin New Materials Co., Ltd.
Board of Directors
April 2, 2026
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