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Securities Abbreviation: Tianyuan Shares; Securities Code: 002386
Yibin Tianyuan Group Co., Ltd.
2026 Prospectus for Issuance of Shares to Specific Targets
(Revised Draft)
Sponsor (Lead Underwriter)
China Securities Co., Ltd.
July 2026
Important Notice
The Company specifically reminds investors to carefully read the entire content of "Chapter VI: Risk Factors Related to This Issuance" in this prospectus before making any investment decisions, and to pay special attention to the following matters.
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Relevant matters concerning this issuance of shares to specific targets have been deliberated and approved at 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. According to relevant laws and regulations, this issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission 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 for all shares in this issuance with RMB cash.
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This issuance constitutes a related-party transaction. When the Company's Board of Directors and General Meeting deliberated on relevant proposals, the review procedures for related-party transactions were strictly performed in accordance with relevant laws, regulations, normative documents, and the Company's internal systems. Related directors and related shareholders abstained from voting. Before the Board meeting, the Company's independent directors and the Audit Committee of the Board of Directors held a special meeting to review and approve the relevant matters.
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The pricing base 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 base date (excluding the pricing base date). (Average trading price for the 20 trading days preceding the pricing base date = Total trading volume of shares for the 20 trading days preceding the pricing base date / Total trading volume of shares for the 20 trading days preceding the pricing base date).
If the Company undergoes ex-rights or ex-dividend events such as dividend distribution, bonus share issuance, or capitalization of capital reserves between the pricing base 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, in consultation with the sponsor (lead underwriter) after the China Securities Regulatory Commission makes a decision to register the issuance, in accordance with relevant laws, regulations, and normative documents and the actual situation at the time of issuance.
If the Company undergoes bonus share issuance, capitalization of capital reserves, or other reasons leading to changes in the Company's total share capital before this issuance between the pricing base date and the issuance date, the upper limit of the number of shares to be issued to specific targets will be adjusted accordingly.
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The total amount of funds to be raised from this issuance of shares to specific targets is expected to be no more than 478.80 million RMB, which, after deducting relevant issuance expenses, is intended to be used for repaying bank loans and supplementing working capital.
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This issuance will not result in a change in the Company's controlling shareholder or actual controller, nor will it result in the Company's equity distribution failing to meet listing conditions.