Stock Code: 300005 Stock Abbreviation: Toread
Toread Holdings Group Co., Ltd.
2025 Plan for Issuance of Shares to Specific Targets (Third Revised Draft)
June 2026
Issuer Statement
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The Company and all members of the Board of Directors guarantee that the contents of this plan are true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions, and bear individual and joint legal liability for the authenticity, accuracy, and completeness of its contents.
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This plan is prepared in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, and other requirements.
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After the completion of this issuance of shares to specific targets, the Company shall be solely responsible for changes in the Company's operations and earnings; investment risks arising from this issuance shall be borne by the investors themselves.
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This plan is the Board of Directors' explanation of this issuance of shares to specific targets, and any statement to the contrary is a false statement.
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If investors have any questions, they should consult their stockbroker, lawyer, professional accountant, or other professional advisor.
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The matters described in this plan do not represent the substantive judgment, confirmation, approval, verification, or registration of the approval authorities regarding the matters related to this issuance of shares to specific targets. The effectiveness and completion of the matters related to this issuance of shares to specific targets are subject to the review and approval of the Shenzhen Stock Exchange and the decision of the China Securities Regulatory Commission to agree to registration.
Special Notice
The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this plan.
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The matters related to the Company's issuance of shares to specific targets have been deliberated and approved at the 5th meeting of the 6th Board of Directors held on August 25, 2025, the 9th meeting of the 6th Board of Directors held on October 31, 2025, the 1st Extraordinary General Meeting of 2026 held on March 2, 2026, the 15th meeting of the 6th Board of Directors held on May 28, 2026, and the 16th meeting of the 6th Board of Directors held on June 15, 2026. This issuance of shares to specific targets can only be implemented after being reviewed and approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission.
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The targets of this issuance of shares to specific targets are Tongyu Heying and Minghongyi, enterprises controlled by the Company's actual controller, Li Ming. The Company's actual controller, Li Ming, through the enterprises he controls, Tongyu Heying and Minghongyi, intends to subscribe for all the shares issued by the Company in this issuance in cash. The enterprises controlled by the Company's actual controller, Li Ming, Tongyu Heying and Minghongyi, have signed the "Conditional Share Subscription Agreement," the "Supplementary Agreement to the Conditional Share Subscription Agreement," and the "Supplementary Agreement (II) to the Conditional Share Subscription Agreement" with the Company.
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This issuance of shares to specific targets constitutes a related-party transaction. The Company's independent directors have convened a special meeting of independent directors to review and approve it. When the Company's Board of Directors deliberated on the relevant proposals, it strictly followed the provisions of relevant laws, regulations, and the Company's internal systems to perform the deliberation and voting procedures for related-party transactions, and the related directors abstained from voting. When the Company's general meeting of shareholders deliberated on the relevant proposals, the related shareholders abstained from voting on matters related to this issuance at the general meeting.