Stock Abbreviation: Tongfu Microelectronics
Stock Code: 002156
Tongfu Microelectronics Co., Ltd.
2026 A-Share Offering to Specific Targets
Prospectus
(Registration Draft)
Sponsor (Lead Underwriter)
Guotai Haitong Securities Co., Ltd.
(No. 618 Shangcheng Road, China (Shanghai) Pilot Free Trade Zone)
July 2026
Statement
The Company and all directors and senior management warrant that the prospectus and other information disclosure materials do not contain any false records, misleading statements, or major omissions, and assume corresponding legal liability for their authenticity, accuracy, and completeness.
The person in charge of the Company, the person in charge of accounting work, and the person in charge of the accounting institution guarantee the authenticity, accuracy, and completeness of the financial and accounting data in the prospectus.
Any decision or opinion made by the CSRC or the Shenzhen Stock Exchange regarding this issuance does not indicate their guarantee of the authenticity, 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 and untrue representation.
According to the Securities Law, after the securities are issued in accordance with the law, the issuer is responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
This prospectus is the Company's explanation for this offering and listing of shares to specific targets. Any statement to the contrary is an untrue representation.
If investors have any questions, they should consult their stock broker, lawyer, professional accountant, or other professional advisor.
Significant Matters Notice
The Company specifically reminds investors to pay attention to the following significant matters or risk factors and to carefully read the relevant chapters of this prospectus.
I. Overview of the A-Share Offering to Specific Targets
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The plan for this A-share offering to specific targets has been deliberated and approved at the 16th meeting of the 8th Board of Directors and the 2026 First Extraordinary General Meeting of Shareholders. The adjusted plan for the use of proceeds has been deliberated and approved at the 18th meeting of the 8th Board of Directors. This issuance plan has been reviewed and approved by the Shenzhen Stock Exchange and registered with the CSRC.
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The targets for this issuance are no more than 35 specific targets that meet the conditions stipulated by the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified foreign institutional investors, other domestic corporate investors, natural persons, or other qualified investors. If a securities investment fund management company, securities company, wealth management company, insurance company, qualified foreign institutional investor, or RMB qualified foreign institutional investor subscribes with two or more products under its management, it shall be regarded as one issuance target; trust companies as issuance targets can only subscribe with their own funds.
The final issuance targets shall be determined by the Board of Directors, as authorized by the General Meeting of Shareholders, after passing the review by the Shenzhen Stock Exchange and obtaining registration approval from the CSRC, in accordance with relevant CSRC and Shenzhen Stock Exchange regulations and the conditions stipulated in the issuance plan, based on the bidding results and in consultation with the sponsor (lead underwriter) of this issuance. If national laws, regulations, or normative documents have other provisions on issuance targets at the time of issuance, such provisions shall prevail. All issuance targets shall subscribe for the shares issued in this offering in RMB cash and at the same price.