Statement
The Company and all directors, members of the audit committee, and senior management warrant that this prospectus and other disclosure materials contain no false records, misleading statements, or material omissions, and assume legal responsibility for their 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 and completeness of the financial and accounting data in this prospectus.
Any decision or opinion made by the China Securities Regulatory Commission (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 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.
Notice of Major Matters
This notice of major matters provides a brief summary of risk factors and other important matters that require special attention. Investors should read the full prospectus before making any decisions.
I. Overview of the A-Share Issuance to Specific Targets
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The matters related to this A-share issuance to specific targets have been reviewed and approved by the 16th meeting of the third session of the Board of Directors and the 2025 Annual General Meeting. It is subject to review and approval by the Shenzhen Stock Exchange and the registration decision by the CSRC before implementation, and shall be based on the plan approved by the CSRC.
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The targets for this issuance shall not exceed 35 (inclusive) legal entities, natural persons, or other qualified investment organizations. Securities investment fund management companies, securities companies, qualified foreign institutional investors (QFII), and RMB qualified foreign institutional investors (RQFII) subscribing with two or more products under their management shall be deemed as one target. Trust companies may only subscribe with their own funds.
The final targets will be determined through negotiation with the sponsor (lead underwriter) based on the bidding results after the issuance application is approved by the Shenzhen Stock Exchange and registered by the CSRC, as authorized by the General Meeting to the Board of Directors or authorized persons. If national laws and regulations have new provisions regarding the targets for private placements, the Company will make adjustments accordingly.
All targets for this issuance shall subscribe to the shares at the same price in cash.
- The pricing benchmark date for this issuance is the first day of the issuance period. The issuance 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 for the 20 trading days = total trading amount for the 20 trading days / total trading volume for the 20 trading days).
If the Company experiences ex-rights or ex-dividend events such as dividend distribution, bonus issues, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the issuance price will be adjusted accordingly. The adjustment formulas are as follows:
Dividend distribution/cash dividend: P1 = P0 - D
Bonus issue or capitalization of capital reserves: P1 = P0 / (1 + N)
Both implemented simultaneously: P1 = (P0 - D) / (1 + N)