Important Notice
The Company specifically reminds investors to carefully read the full content of this prospectus and pay special attention to the following important matters before making investment decisions.
I. Overview of the Issuance of A-Shares to Specific Targets
-
Matters related to this issuance of shares to specific targets have been deliberated and approved at the 13th meeting of the 6th Board of Directors, the 2026 First Extraordinary General Meeting, the 14th meeting of the 6th Board of Directors, and the 15th meeting of the 6th Board of Directors. The issuance plan has been approved by the Shenzhen Stock Exchange and is subject to registration with the China Securities Regulatory Commission (CSRC) before implementation. The final plan shall be subject to the version approved by the CSRC.
-
The targets for this issuance are no more than 35 specific investors. These include securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, QFIIs, RQFIIs, and other legal entities, natural persons, or institutional investors meeting CSRC requirements. Where multiple products managed by the same entity are used for subscription, they shall be deemed as one target. Trust companies must use their own funds for subscription. The final targets will be determined by the Board of Directors, as authorized by the General Meeting, following the approval of the issuance by the Shenzhen Stock Exchange and the CSRC, based on bidding results and consultation with the sponsor (lead underwriter).
-
The pricing benchmark date 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 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 benchmark date and the issuance date, the floor price will be adjusted accordingly.
-
The number of shares issued shall be determined by dividing the total proceeds by the issue price, not exceeding 30% of the Company's total share capital prior to the issuance, i.e., no more than 218,400,000 shares. The final quantity will be determined by the Board of Directors based on bidding results.
-
The total proceeds are expected to be no more than 1,299.9078 million RMB. After deducting issuance expenses, the funds will be used as follows:
| Project Name | Total Investment | Proposed Proceeds (Pre-deduction) | Deduction Amount | Proposed Proceeds (Post-deduction) |
|---|---|---|---|---|
| Annual output of 40 million sqm high-grade CCL project | 150,105.78 | 124,995.39 | 4.61 | 124,990.78 |
| R&D Center Construction Project | 5,562.17 | 5,000.00 | - | 5,000.00 |
| Total | 155,667.95 | 129,995.39 | 4.61 | 129,990.78 |
Note: The deduction amount includes 46,100 RMB in financial investments made within six months prior to the Board resolution, which has been deducted from the total proceeds.
-
Shares subscribed by targets shall not be transferred within 6 months from the date of issuance completion.
-
To improve the dividend decision-making mechanism, the Company has formulated the "Goldenmax International Group Ltd. Future Three-Year (2025-2027) Shareholder Return Plan."
-
This issuance will not result in a change of the Company's actual controller, nor will it cause the Company's equity distribution to fail to meet listing requirements.
-
Upon completion, the accumulated undistributed profits prior to the issuance will be shared by both new and existing shareholders.
-
In accordance with relevant regulations, the Company has analyzed the impact of this issuance on the dilution of immediate returns and has formulated measures to fill such returns. Relevant parties have made commitments to ensure the implementation of these measures. The Company reminds investors that these measures do not constitute a guarantee of future profits.