Jiayuan Technology: Guangdong Jiayuan Technology Co., Ltd.'s announcement on the optional resale of "Jiayuan Convertible Bonds".
DATE:  Apr 08 2025

Stock code: 688388 Stock abbreviation: Jiayuan Technology Announcement No.: 2025-028

Convertible bond code: 118000 Convertible bond abbreviation: Jiayuan convertible bond

Guangdong Jiayuan Technology Co., Ltd

Announcement on the option of resale of "Jiayuan Convertible Bonds".

The Board of Directors and all directors of the Company guarantee that there is no false record or misleading statement in the content of this announcement

or material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its content.

Important Content Notes:

Sell back price: RMB 100.35 per piece (including current interest)

Buyback period: April 15, 2025 to April 21, 2025

Payback Proceeds: April 24, 2025

During the buy-back period, the conversion of "Jiayuan Convertible Bonds" will be suspended

Holders of "Jiayuan Convertible Bonds" can sell back some or all of the convertible corporate bonds that have not been converted into shares. "Jiayuan Convertible Bonds"

The holder has the right to choose whether to sell back, and this buyback is not mandatory

Risk Warning: Convertible bond holders choose to sell back at RMB 100.35 per bond (including current interest)

Sell the "Jiayuan Convertible Bonds" held. As of the last trading day before the issuance of this announcement, the "Jiayuan Convertible Bonds".

The closing price is higher than the resale price, and the convertible bond holders may suffer losses if they choose to sell back

Holders are concerned about the risk of choosing to sell back.

Suspension and resumption of trading of securities: Applicable

Due to the issuance of convertible corporate bonds by Guangdong Jiayuan Technology Co., Ltd. to unspecified objects in accordance with the "Guangdong Jiayuan Technology Co., Ltd

The prospectus (hereinafter referred to as the "prospectus") stipulates that the conditional resale clause of the "Jiayuan Convertible Bonds" shall come into effect.

The suspension and resumption of trading of the relevant securities of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company") are as follows:

Suspension

Stock code, stock abbreviation, suspension and resumption type, suspension start date, suspension termination date, resumption date

duration

118000 Jiayuan Convertible Bonds Convertible Bonds Swap Suspended 2025/4/15 2025/4/21 2025/4/22

The closing price of the company's stock for thirty consecutive trading days from February 23, 2025 to April 7, 2025

It is less than 70% of the current conversion price, and the "Jiayuan Convertible Bond" has entered the last two interest-bearing years. According to the provisions of the Prospectus, the conditional resale clause of the "Jiayuan Convertible Bonds" came into effect.

In accordance with the provisions of the Administrative Measures for the Registration of Securities Issuance of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Prospectus, the following announcements are made to the holders of the "Jiayuan Convertible Bonds" on matters related to the resale:

1. Buy-back terms and price

(1) Conditional buyback clauses

According to the provisions of the Company's Prospectus, the conditional buyback terms of the "Jiayuan Convertible Bonds" are as follows:

In the last two interest-bearing years of the convertible corporate bonds issued, if the closing price of the company's shares is less than 70% of the current conversion price for any thirty consecutive trading days, the holders of the convertible corporate bonds have the right to sell back all or part of the convertible corporate bonds they hold to the company at the par value plus the accrued interest for the current period.

If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, issuance of new shares (excluding the increase in share capital due to the conversion of convertible corporate bonds issued this time), allotment and cash dividends during the above-mentioned trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the adjusted conversion price and closing price on the adjusted trading day. In the event of a downward revision of the conversion price, the above "30 consecutive trading days" shall be recalculated from the first trading day after the adjustment of the conversion price.

In the last two interest-bearing years, convertible corporate bond holders can exercise the resale right once in accordance with the above agreed conditions after the first resale conditions are met each year, and if the convertible corporate bond holders fail to declare and implement the resale within the resale declaration period announced by the company at that time, the resale right can not be exercised again in the interest-bearing year, and the convertible corporate bond holders cannot exercise part of the resale right multiple times.

The "Jiayuan Convertible Bonds" are currently in the last two interest-bearing years. The company held a public meeting on July 4, 2024

At the third extraordinary general meeting of shareholders in 2024, the company deliberated and approved the "Proposal on the Board of Directors' Proposal to Downward Revise the Conversion Price of "Jiayuan Convertible Bonds" by way of a special resolution, and authorized the Board of Directors to handle the relevant matters related to the downward revision of the "Jiayuan Convertible Bonds" conversion price in accordance with the relevant provisions in the Prospectus. On July 9, 2024, the company held the 27th meeting of the fifth board of directors, and deliberated and approved the "On Downward Amendment" Jiayuan Transfer

The proposal on the "debt-to-equity conversion price" decided to revise the "Jiayuan debt-to-equity" conversion price downward from 50.47 yuan per share

41.88 yuan/share. The revised conversion price of the "Jiayuan Convertible Bonds" will take effect from July 11, 2024.

The company's shares closed for thirty consecutive trading days from February 23, 2025 to April 7, 2025

The price is lower than 70% of the current "Jiayuan Convertible Bonds" conversion price (41.88 yuan/share). According to the provisions in the prospectus, the buyback clause of the "Jiayuan Convertible Bonds" came into effect.

(2) The resale price

The formula for calculating the accrued interest for the current period is: IA=B×i×t/365

IA: refers to the accrued interest for the current period;

B: refers to the total par amount of convertible corporate bonds held by the holders of convertible corporate bonds issued this time;

i: refers to the coupon rate of convertible corporate bonds in the current year;

t: refers to the number of interest-bearing days, that is, the actual number of calendar days from the previous interest payment date to the resale date of the current interest-bearing year (the beginning and not the end).

According to the above calculation method of accrued interest for the current period, the fifth year of the "Jiayuan Convertible Bonds" (February 23, 2025

- February 22, 2026) with a coupon rate of 2.5% and 51 days (February 23, 2025 - 2025

April 14), the interest is 100 * 2.5% * 51 / 365 = 0.35 yuan / piece, that is, the resale price is 100.35 yuan per person

RMB/piece (including current interest).

2. Matters related to the resale of convertible bonds

(1) Reminders of resale matters

Holders of "Jiayuan Convertible Bonds" can sell back some or all of the convertible corporate bonds that have not been converted into shares. Holders of the "Jiayuan Convertible Bonds" have the right to choose whether to sell back, and this buyback is not mandatory.

(2) Procedures for reselling declarations

The code of the convertible bond for this resale is "118000", and the convertible bond is referred to as "Jiayuan Convertible Bond".

The holder of the convertible bond exercising the right of resale shall make a resale declaration through the trading system of the Shanghai Stock Exchange during the resale declaration period, and the resale declaration cannot be revoked after it is confirmed.

If the declaration is not successful on the filing day, the declaration can be continued on the next day (within the reporting period).

(3) Buyback declaration period: April 15, 2025 to April 21, 2025

(4) Resale price: RMB 100.35 per piece (including current interest).

(5) The method of payment of the resale money

The Company will repurchase the "Jiayuan Convertible Bonds" requested to be resold at the price specified in the preceding paragraph, and settle them in accordance with the China Securities Registration

Counting the relevant business rules of the Shanghai branch of the limited liability company, the release date of the resale funds is April 24, 2025

Day.

After the expiration of the buyback period, the company will announce the results of the buyback and the impact of the buyback on the company.

3. Transactions during the buyback period

The "Jiayuan Convertible Bonds" will continue to be traded during the buy-back period, but the conversion will be stopped. On the same trading day, if the holder of the "Jiayuan Convertible Bond" places both a sell order and a resale order, the system will give priority to the sell order.

During the buy-back period, if the total outstanding face value of the convertible corporate bonds is less than RMB30 million, the convertible bonds will continue to be traded, and after the end of the buy-back period, the Company will disclose the relevant announcement, and the trading of the "Jiayuan Convertible Bonds" will cease three trading days after the announcement.

4. Contact information

Contact Department: Corporate Securities Department

Contact number: 0753-2825818

The announcement is hereby made.

Board of Directors of Guangdong Jiayuan Technology Co., Ltd

April 8, 2025

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