Announcement on the Supplementary Agreement (II) to the Conditional Share Subscription Agreement with Specific Targets and Connected Transaction
The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
I. Overview of Connected Transactions
(I) Basic Transaction Information
Toread Holdings Group Co., Ltd. (hereinafter referred to as the "Company") and Beijing Tongyu Heyi Investment Management Co., Ltd. (hereinafter referred to as "Tongyu Heyi") and Beijing Minghongyi Technology Services Co., Ltd. (hereinafter referred to as "Minghongyi") signed the "Conditional Share Subscription Agreement for Issuing Shares to Specific Targets" (hereinafter referred to as the "Conditional Share Subscription Agreement" or "This Agreement") on October 31, 2025. The Company intends to issue A-shares to Tongyu Heyi and Minghongyi, with the number of shares not exceeding 265,110,655 (inclusive), which is no more than 30% of the total share capital before the issuance. The pricing base date for this targeted issuance of A-shares is the announcement date of the resolution of the ninth meeting of the ninth Board of Directors. The issuance price for this issuance is RMB 7.01 per share. The total amount of capital to be raised from this targeted issuance of shares shall not exceed RMB 1,858,425,700 (inclusive), and the net proceeds after deducting issuance expenses will be used to supplement working capital.
On May 28, 2026, the Company convened the fifteenth meeting of the ninth Board of Directors and deliberated and approved the "Proposal on the Revised Second Draft of the Company's 2025 Targeted Share Issuance Plan" and the "Proposal on Signing the Supplementary Agreement to the Conditional Share Subscription Agreement with Specific Targets and Connected Transactions." The specific plan for the targeted issuance of A-shares was adjusted, and the Company agreed to sign the "Supplementary Agreement to the Conditional Share Subscription Agreement" with Tongyu Heyi and Minghongyi. After the adjustment, the subscription price for this issuance is RMB 7.00 per share, the number of shares to be issued shall not exceed 143,637,568 (inclusive), and the amount of capital to be raised shall not exceed RMB 1,005,463,000 (inclusive).
On June 15, 2026, the Company convened the sixteenth meeting of the ninth Board of Directors and deliberated and approved the "Proposal on the Third Revised Draft of the Company's 2025 Targeted Share Issuance Plan" and the "Proposal on Signing the Supplementary Agreement (II) to the Conditional Share Subscription Agreement with Specific Targets and Connected Transactions." The specific plan for the targeted issuance of A-shares was adjusted, and the Company agreed to sign the "Supplementary Agreement (II) to the Conditional Share Subscription Agreement" with Tongyu Heyi and Minghongyi. After the adjustment, the pricing base date for this issuance is the first day of the issuance period, and the subscription price shall not be less than 80% of the average daily trading price of the Company's shares in the 20 trading days prior to the pricing base date (Average daily trading price of the Company's shares in the 20 trading days prior to the pricing base date = Total trading volume of shares in the 20 trading days prior to the pricing base date / Total trading volume of shares in the 20 trading days prior to the pricing base date). The number of shares to be issued shall be determined by dividing the total amount of capital to be raised by the issuance price, and the number of shares to be issued shall not exceed 143,637,568 (inclusive), which is no more than 30% of the total share capital before the issuance. The amount of capital to be raised shall not exceed RMB 1,005,463,000 (inclusive).