Stock Abbreviation: Changan Automobile (Changan B) Stock Code: 000625 (200625)
Chongqing Changan Automobile Co., Ltd.
Prospectus for Non-Public Issuance of Shares
(Registration Draft)
Sponsor (Lead Underwriter): China Securities Co., Ltd.
Signing Date: July 2026
Company Statement
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The Company and all directors, the Audit Committee, and senior management warrant that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or major omissions, and undertake to fulfill their commitments in accordance with the principle of good faith and assume corresponding legal liabilities.
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The Company's person-in-charge, the person-in-charge of accounting work, and the person-in-charge of the accounting department guarantee the truthfulness and completeness of the financial and accounting data in this prospectus.
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Any decision or opinion made by the China Securities Regulatory Commission (CSRC), the Shenzhen Stock Exchange, or other government departments regarding this issuance does not imply their guarantee of the truthfulness, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false representation.
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In accordance with the Securities Law, changes in the issuer's operations and earnings after the issuance of securities are the sole responsibility of the issuer. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks resulting from changes in the issuer's operations, earnings, or securities prices after the issuance.
Important Matters Notice
The Company specifically requests investors to carefully read the full text of this prospectus and pay special attention to the following matters before making investment decisions.
I. Overview of the Issuance
(1) The relevant matters for this non-public issuance of A-shares have been deliberated and approved by the 50th meeting of the 9th Board of Directors, approved by China Changan Automobile, passed by the 2026 First Extraordinary General Meeting of Shareholders, and deliberated and approved by the 55th meeting of the 9th Board of Directors. Having been reviewed and approved by the Shenzhen Stock Exchange, this issuance is subject to the CSRC's registration decision before implementation.
(2) The target of this non-public issuance of A-shares is the indirect controlling shareholder, China Changan Automobile. The target will subscribe to the shares in cash in RMB, with a proposed subscription amount of 5.267 billion yuan. China Changan Automobile has signed a conditional share subscription agreement with the Company.
(3) This non-public issuance of A-shares constitutes a related-party transaction. When the Board of Directors deliberated on matters related to this issuance, related directors abstained from voting, and the issuance was reviewed and approved by the independent directors' special meeting. When the shareholders' meeting deliberated on this issuance, related shareholders abstained from voting on the relevant proposals.
(4) The pricing base date for this non-public issuance of A-shares is the date of the announcement of the resolution of the 50th meeting of the 9th Board of Directors. The issue price is 9.52 yuan/share, which is not lower than the higher of 80% of the average trading price of the Company's A-shares for the 20 trading days preceding the pricing base date (Average trading price = Total trading volume for the 20 trading days / Total trading amount for the 20 trading days) and the audited net assets per share attributable to ordinary shareholders of the listed company at the end of the most recent year. On July 23, 2026, the Company disclosed the "Announcement on Adjusting the Issue Price and Number of Shares for the Non-Public Issuance of A-Shares After the Implementation of Equity Distribution." Based on the implementation of the 2025 annual equity distribution, the issue price was adjusted from 9.52 yuan/share to 9.41 yuan/share.