1. Major Matters Notice
1.1 Stock Issuance to Specific Objects
The company particularly reminds investors to carefully read the content of this prospectus before making investment decisions and pay special attention to the following important matters:
- The relevant matters regarding this issuance have been approved by the company's fourth board of directors' fifth meeting, the eighth meeting of the fourth board of directors, and the third extraordinary general meeting of shareholders in 2025, as well as the revision approved by the eleventh meeting of the fourth board of directors. According to relevant laws and regulations, this issuance still requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation.
- The issuance target for this stock issuance is the controlling shareholder, Beijing Bestoo Huanyu Technology Co., Ltd., which intends to subscribe for the shares issued to specific objects in cash. Before this issuance, the company's controlling shareholder is Bestoo Huanyu, and the actual controller is Mr. Zhang Chunlong, who, together with his concerted actors, controls a total of 52.83% of the company's equity. According to Article 63 of the "Measures for the Administration of Acquisitions of Listed Companies," Bestoo Huanyu's subscription for the shares issued to specific objects can be exempted from making an offer. On January 13, 2026, the company's controlling shareholder, Nanchang Bestoo Environmental Technology Co., Ltd., changed its name to Beijing Bestoo Huanyu Technology Co., Ltd. after approval from the Market Supervision Administration of Xicheng District, Beijing, based on its operational needs. The name of the issuance target company has changed, but the issuance target remains unchanged.
- The pricing benchmark date for this issuance is the announcement date of the resolution of the fourth board of directors' fifth meeting regarding this issuance, with the issuance price set at 9.85 CNY per share, not lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark date (the average trading price over the 20 trading days prior to the pricing benchmark date = total trading amount over the 20 trading days / total trading volume over the 20 trading days). If the company distributes cash dividends, issues shares, or increases capital reserves during the period from the pricing benchmark date to the issuance date, the issuance base price will be adjusted accordingly. If national laws and regulations impose new provisions on the issuance pricing for specific objects, the company will adjust according to the new provisions.
- The number of shares to be issued to specific objects will not exceed 27,700,000 shares (inclusive), accounting for no more than 30% of the company's total share capital before this issuance, and the number of shares held by the public after the issuance will not be less than 25% of the total number of shares. The final issuance quantity will be subject to the number of shares approved for registration by the China Securities Regulatory Commission. If the company's total share capital changes or the issuance price is adjusted due to stock splits, capital reserve increases, or other reasons during the period from the pricing benchmark date to the issuance date, the upper limit of the number of shares to be issued will be adjusted accordingly. The issuance target, Bestoo Huanyu, has issued a supplementary commitment letter regarding this subscription, promising that the number of shares subscribed for this issuance will not be less than 27,700,000 shares (inclusive) and the subscription amount will not be less than 272.845 million CNY (inclusive), with the final subscription quantity subject to the upper limit of the number of shares approved for registration by the China Securities Regulatory Commission.
- The total amount of funds to be raised from this issuance will not exceed 272.845 million CNY (inclusive), and after deducting issuance expenses, the funds will be used to supplement working capital and repay loans.
- The shares subscribed by the issuance target cannot be transferred within 18 months from the end of the issuance. The shares obtained by the issuance target from this issuance due to stock splits, capital reserve increases, etc., shall also comply with the above share lock-up arrangements. Transfers after the loc