[Chart: Company Logo]
Stock Code: 003019 Stock Abbreviation: TES Touch
TES Touch Embedded Solutions (Xiamen) Co., Ltd.
(Factory at No. 60, Xinglin South Road, Jimei District, Xiamen)
2026 Prospectus for Issuance of A-Shares to Specific Targets (Revised Draft)
Sponsor (Lead Underwriter)
(No. 618, Shangcheng Road, China (Shanghai) Pilot Free Trade Zone)
Statement
The Company and all directors, members of the audit committee, and senior management warrant that the prospectus and other information disclosure materials do not contain any false records, misleading statements, or major omissions, and assume corresponding legal liability 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 information in the prospectus.
Any decision or opinion made by the China Securities Regulatory Commission (CSRC) or the Shenzhen Stock Exchange (SZSE) 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 statement.
According to the Securities Law, after the securities are issued in accordance with the law, the issuer is solely 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 caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
This notice provides a brief summary of risk factors and other important matters requiring special attention. Investors should read the full prospectus before making any decisions.
I. Overview of the Issuance of A-Shares to Specific Targets
(1) The relevant matters for this issuance of A-shares to specific targets have been reviewed and approved by the 16th meeting of the 3rd Board of Directors and the 2025 Annual General Meeting. Implementation is subject to review and approval by the SZSE and the registration decision by the CSRC, and shall be based on the plan approved by the CSRC.
(2) The number of targets for this issuance shall not exceed 35 (inclusive), consisting of legal persons, natural persons, or other legal investment organizations that meet the requirements of regulatory agencies. 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 acting as targets may only subscribe with their own funds.
The final targets will be determined by the Board of Directors or authorized persons, as authorized by the General Meeting, after the issuance application is approved by the SZSE and registered by the CSRC, in accordance with relevant regulations and based on the bidding results and consultation with the sponsor (lead underwriter). If there are new national laws or regulations regarding the targets for issuance to specific parties, the Company will make adjustments accordingly.
All targets for this issuance shall subscribe to the Company's shares in cash at the same price.
(3) 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 = total trading volume 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 payments, 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: