Stock Code: 002568 Stock Abbreviation: Bairun Shares
Bond Code: 127046 Bond Abbreviation: Bairun Convertible Bonds
Shanghai Bairun Investment Holding Group Co., Ltd.
(No. 558 Kangqiao East Road, Kangqiao Industrial Zone, Shanghai)
Prospectus for Issuance of Shares to Specific Targets
Sponsor (Lead Underwriter)
Hua Chuang Securities Co., Ltd.
(No. 216 Zhonghua North Road, Yunyan District, Guiyang City, Guizhou Province)
August 2026
Statement
The Company and all directors and senior management warrant that this prospectus contains no false records, misleading statements, or major omissions, and assume legal responsibility for its 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 information in this 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 arising from changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Notice
The Company reminds investors to pay attention to the following major matters or risk factors and to carefully read the relevant chapters of this prospectus.
I. Overview of the Issuance of Shares to Specific Targets
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The Company's plan for the issuance of shares to specific targets has been approved by the 11th meeting of the 6th Board of Directors and the 2026 Second Extraordinary General Meeting. According to relevant laws and regulations, this issuance is subject to approval by the Shenzhen Stock Exchange and registration with the CSRC before it can be implemented, and shall be subject to the final plan registered with the CSRC.
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The targets for this issuance are no more than 35 specific entities that meet the conditions stipulated by the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, QFIIs, RQFIIs, and other legal persons, natural persons, or other legal investors. If a securities investment fund management company, securities company, QFII, or RQFII subscribes with two or more products under its management, it shall be regarded as one target; trust companies acting as targets may only subscribe with their own funds.
The final targets will be determined by the Board of Directors, as authorized by the General Meeting, after passing the review by the Shenzhen Stock Exchange and obtaining registration from the CSRC, in accordance with the conditions stipulated by the CSRC and the Shenzhen Stock Exchange, and based on the bidding results in consultation with the sponsor (lead underwriter). If there are new national laws and regulations regarding the targets of such issuances, the Company will make adjustments accordingly.
All targets for this issuance shall subscribe to the shares in cash.
- 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 (Average trading price = total trading volume for the 20 trading days / total trading amount for the 20 trading days). If the Company experiences ex-rights or ex-dividend events such as dividend distribution, bonus shares, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the issue price will be adjusted accordingly.