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Jiangsu Zhongchao Holding Co., Ltd. 2023 Securities Prospectus for Issuance of Shares to Specific Targets (Revised Draft)
Sponsor (Lead Underwriter) Guoyuan Securities Co., Ltd. June 2026
Statement
The Company and all directors, members of the Board Audit Committee, and senior management warrant that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or material omissions, and undertake legal responsibility in accordance with the principles of good faith.
The Company's person-in-charge, the person-in-charge of accounting work, and the head of the accounting department (accounting supervisor) guarantee the authenticity and completeness of the financial and accounting data in this prospectus.
Any decision or opinion made by the China Securities Regulatory Commission or the Shenzhen Stock Exchange regarding this issuance does not imply their guarantee of the truthfulness, 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 representation.
In accordance with the Securities Law, after the securities are issued in accordance with the law, the issuer is solely 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 arising from changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
The Company reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters before making investment decisions.
I. Overview of the Issuance of 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 40th meeting of the 5th Board of Directors, the 2023 3rd Extraordinary General Meeting, the 42nd meeting of the 5th Board of Directors, the 46th meeting of the 5th Board of Directors, the 2023 5th Extraordinary General Meeting, the 9th meeting of the 6th Board of Directors, the 2024 5th Extraordinary General Meeting, the 22nd meeting of the 6th Board of Directors, the 2025 3rd Extraordinary General Meeting, the 25th meeting of the 6th Board of Directors, the 35th meeting of the 6th Board of Directors, and the 40th meeting of the 6th Board of Directors. This issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission.
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The targets for this issuance shall not exceed 35 (inclusive) and must be qualified institutional investors such as securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, other domestic corporate investors, and natural persons.
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The number of shares issued is determined by dividing the total proceeds by the issuance price, with a maximum of 380,400,000 shares (inclusive), not exceeding 30% of the total share capital prior to this issuance. A single subscriber and their affiliates or parties acting in concert shall not subscribe for more than 63,400,000 shares (inclusive).
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The pricing benchmark date for this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the Company's shares for the 20 trading days preceding the pricing benchmark date.
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Shares subscribed by the targets shall not be transferred within 6 months from the date of the completion of the issuance.
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The total proceeds from this issuance shall not exceed 992.2 million RMB (inclusive). After deducting issuance expenses, the net proceeds are intended for the following projects: