Securities Abbreviation: Tianyuan Co., Ltd.
Securities Code: 002386
Yibin Tianyuan Group Co., Ltd. 2026 Annual Stock Issuance Prospectus (Revised Draft)
Sponsor (Lead Underwriter)
June 2026
1. Major Matters Reminder
The company particularly reminds investors to carefully read all contents of Chapter 6 "Risk Factors Related to This Issuance" in this prospectus before making investment decisions, and pay special attention to the following matters:
- The relevant matters of this issuance of shares to specific investors have been approved by the company's 9th Board of Directors' 22nd meeting, the 2026 second extraordinary general meeting of shareholders, and the 9th Board of Directors' 28th meeting. 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 (CSRC) before implementation.
- The issuance is directed at the company's controlling shareholder, Yibin Development, which will subscribe to all shares issued in cash (RMB).
- This issuance constitutes a related party transaction. During the deliberation of relevant proposals by the company's Board of Directors and shareholders' meeting, the procedures for related party transactions have been strictly followed according to relevant laws, regulations, normative documents, and the company's internal systems. Related directors and shareholders have abstained from voting; prior to the Board meeting, the company's independent directors and the Board's audit committee held a special meeting to review and approve the relevant matters.
- The pricing benchmark date for this issuance is the announcement date of the resolution of the company's 9th Board of Directors' 22nd meeting. The issuance price will be 90% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark date, rounded down to two decimal places, and not lower than the issuance floor price, which is 80% of the average trading price over the same period. If the company declares dividends, issues bonus shares, or conducts capital reserve transfers during the period from the pricing benchmark date to the issuance date, the issuance price will be adjusted accordingly.
- The number of shares to be issued to specific investors will not exceed 96,144,578 shares, accounting for no more than 30% of the total share capital before this issuance. If the company undergoes stock issuance, capital reserve transfers, or other changes in total share capital during the period from the pricing benchmark date to the issuance date, the number of shares issued to specific investors will be adjusted accordingly.
6. Total Amount of Funds Raised
The total amount of funds raised from this issuance is expected to not exceed 478.8 million RMB. After deducting relevant issuance expenses, the funds are intended for repaying bank loans and supplementing working capital.
7. Control Structure
This issuance will not lead to changes in the company's controlling shareholder or actual controller, nor will it affect the company's shareholding distribution in a way that fails to meet listing conditions.