Stock Code: 002386 Stock Abbreviation: Tianyuan Group
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Yibin Tianyuan Group Co., Ltd.
2026 Plan for Issuance of Shares to Specific Targets
(Second Revised Draft)
June 2026
Company Statement
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The company and all members of the Board of Directors guarantee that the contents of this plan do not contain any false records, misleading statements, or major omissions, and assume individual and joint liability for the authenticity, accuracy, and completeness of its contents.
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This plan is the Board of Directors' explanation of this issuance of shares to specific targets; any statement to the contrary is a false statement.
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The matters described in this plan do not represent a substantive judgment, confirmation, or approval by the approval authorities regarding the matters related to this issuance of shares to specific targets. This issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission (CSRC) before it can be implemented. Any decisions or opinions made by the CSRC or the Shenzhen Stock Exchange regarding this issuance do not indicate their substantive judgment or guarantee of the value of the company's shares or the returns to investors.
Special Notice
The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this plan.
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In accordance with the Company Law, the Securities Law, the Administrative Measures for Registration, and other relevant laws, regulations, and normative documents, the Board of Directors, after careful self-examination and demonstration of the actual situation and related matters, believes that the company meets the various conditions for issuing shares to specific targets.
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The relevant matters for this issuance of shares to specific targets have been deliberated and approved by the 22nd meeting of the 9th Board of Directors, the 2nd Extraordinary General Meeting of 2026, the 28th meeting of the 9th Board of Directors, and the 30th meeting of the 9th Board of Directors, and have obtained the approval of the controlling shareholder, Yibin Development. This issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the CSRC before it can be implemented.
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The target of this issuance of shares to specific targets is the company's controlling shareholder, Yibin Development, which will subscribe to the shares issued by the company in cash. This issuance of shares to specific targets constitutes a related-party transaction.
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The pricing benchmark date for this issuance is the first day of the issuance period. The issue price shall not be lower than 80% of the average trading price of the company's shares for the 20 trading days preceding the pricing benchmark date (excluding the pricing benchmark date). (Average trading price for the 20 trading days preceding the pricing benchmark date = total trading volume of shares for the 20 trading days preceding the pricing benchmark date / total trading volume of shares for the 20 trading days preceding the pricing benchmark date).
If the company undergoes ex-rights or ex-dividend events such as dividend distribution, bonus issues, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the issue price will be adjusted accordingly.
- The number of shares to be issued to specific targets will be determined by dividing the total amount of raised funds by the issue price, not exceeding 96,144,578 shares (inclusive), and not exceeding 30% of the company's total share capital before this issuance. The final number of shares will be determined by the Board of Directors, as authorized by the General Meeting of Shareholders, after the CSRC decides to register the issuance, in accordance with relevant laws, regulations, and normative documents, and based on the actual situation at the time of issuance, in consultation with the sponsor (lead underwriter).