Shenzhen Stock Exchange:
Following the approval of the China Securities Regulatory Commission (CSRC) for Guangdong Xiangshan Hengqi Group Co., Ltd.'s private placement of shares (CSRC Approval [2026] No. 1597), Guangdong Xiangshan Hengqi Group Co., Ltd. (hereinafter referred to as "Xiangshan Shares," "the Issuer," or "the Company") has issued 20,682,711 shares at an issuance price of ¥31.20 per share, raising a total of ¥645,300,583.20 (hereinafter referred to as "this issuance").
Yongxing Securities Co., Ltd. (hereinafter referred to as "Yongxing Securities," "the Sponsor (Lead Underwriter)," or "the Lead Underwriter") acted as the sponsor (lead underwriter) for this issuance. In accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as "Registration Measures"), the "Administrative Measures for Securities Issuance and Underwriting," and the "Implementation Rules for Securities Issuance and Underwriting Business of Shenzhen Stock Exchange Listed Companies" (hereinafter referred to as "Implementation Rules"), as well as other relevant laws, regulations, rules, and normative documents, and the resolutions of the Issuer's board of directors and shareholders' meeting regarding this issuance, we have investigated the compliance of the issuance process and the subscription targets for this issuance, and hereby report the relevant情况 as follows:
I. Overview of the Issuance
(I) Share Type and Par Value Per Share
The shares issued in this private placement are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
(II) Issuance Target and Subscription Method
The target for this private placement is the Company's controlling shareholder, Ningbo Joyson Electronics Co., Ltd. (hereinafter referred to as "Joyson Electronics"). The issuance target will subscribe for the shares in this issuance with cash.
(III) Issuance Quantity
The number of shares issued in this private placement is 20,682,711 shares, all of which will be subscribed by Joyson Electronics. The issuance quantity does not exceed 30% of the Company's total share capital before this issuance (i.e., 39,622,690 shares) and the upper limit of 26,371,092 shares stipulated in the "Prospectus for the Private Placement of Shares by Guangdong Xiangshan Hengqi Group Co., Ltd. in 2025 (Revised Registration Draft)," nor does it exceed the maximum issuance quantity approved by the Issuer's board of directors and shareholders' meeting and registered by the CSRC. It also does not exceed the upper limit of the proposed issuance quantity stipulated in the current issuance plan, and the number of shares issued exceeds 70% of the proposed issuance quantity stipulated in the current issuance plan.
(IV) Issuance Price
The pricing benchmark date for this issuance is the first day of the issuance period, July 23, 2026. The issuance price for this private placement is ¥31.20 per share, which is not less than 80% of the average daily trading price of the Company's shares in the twenty trading days prior to the pricing benchmark date (i.e., the floor price of ¥31.20 per share). The calculation formula for the average price is: Average daily trading price in the twenty trading days prior to the pricing benchmark date = Total trading volume in the twenty trading days prior to the pricing benchmark date / Total trading volume in the twenty trading days prior to the pricing benchmark date.
(V) Listing Location
The A shares issued in this offering will be listed on the main board of the Shenzhen Stock Exchange.