Securities Abbreviation: Xianglu Tungsten; Securities Code: 002842
Guangdong Xianglu Tungsten Co., Ltd. (An'tou Industrial Zone, Guantang Town, Xiangqiao District, Chaozhou City, Guangdong Province)
2023 Annual Issuance of A-Shares to Specific Targets
Prospectus (Revised Draft)
Sponsor (Lead Underwriter): Guosheng Securities (No. 1589 Zishi Road, Xinjian District, Nanchang City, Jiangxi Province)
June 2026
Statement
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The Company and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions, and assume individual and joint legal liability for the truthfulness, accuracy, and completeness of the content of this prospectus.
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This prospectus is prepared in accordance with the "Administrative Measures for the Issuance and Registration of Securities by Listed Companies," the "Content and Format Standards for Information Disclosure by Companies Offering Securities to the Public No. 61 — Prospectus and Issuance Report for Issuance of Securities to Specific Targets by Listed Companies," and other requirements.
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Upon completion of this issuance of shares to specific targets, the Company shall be solely responsible for changes in its operations and earnings; investors shall be solely responsible for investment risks arising from this issuance.
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This prospectus is the Company's explanation of this issuance of shares to specific targets; any statement to the contrary is a false statement.
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Investors with any questions should consult their brokers, lawyers, professional accountants, or other professional advisors.
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The matters stated in this prospectus do not represent a substantive judgment, confirmation, or approval by the approval authorities regarding the matters related to this share issuance. The effectiveness and completion of the matters related to this issuance to specific targets are subject to the approval, verification, or registration of the relevant approval authorities.
Major Matters Prompt
The Company specifically 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 This Issuance of Shares to Specific Targets
(I) Matters related to this issuance of shares to specific targets have been reviewed and approved by the Company's 4th Board of Directors at the 2023 4th Extraordinary Meeting, the 2023 1st Extraordinary General Meeting, the 4th Board of Directors at the 2024 1st Extraordinary Meeting, the 5th Board of Directors at the 2024 3rd Extraordinary Meeting, the 2024 4th Extraordinary General Meeting, the 5th Board of Directors at the 2025 4th Extraordinary Meeting, the 5th Board of Directors at the 2025 5th Extraordinary Meeting, and the 2025 2nd Extraordinary General Meeting.
(II) The targets of this issuance are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and other legal persons, natural persons, or other institutional investors that meet the conditions stipulated by the China Securities Regulatory Commission (CSRC). Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors subscribing with two or more products managed by them shall be regarded as one target; trust companies acting as targets can only subscribe with their own funds.
The final targets shall be determined by the Board of Directors, as authorized by the General Meeting, after the Company's issuance application is approved by the Shenzhen Stock Exchange and the CSRC makes a decision to agree to registration, in accordance with relevant regulations and the conditions stipulated in the issuance plan, based on the bidding results and through consultation with the sponsor (lead underwriter). If there are new regulations on the targets of issuance of shares to specific targets by listed companies in relevant laws, regulations, and normative documents at the time of issuance, the Company will make adjustments according to the new regulations.