[Chart: ZOVAN logo]
Wuhan Zhongyuan Huadian Science & Technology Co., Ltd.
(No. 6, Road 6, Huazhong University of Science and Technology Science Park, East Lake High-tech Development Zone, Wuhan, Hubei, China)
2025 Annual Prospectus for Issuance of A-Shares to Specific Targets
(Revised Draft)
Sponsor (Lead Underwriter)
[Chart: CMS logo]
(No. 111, Fuhua 1st Road, Futian Street, Futian District, Shenzhen)
June 2026
Declaration
The Company and all directors, members of the Audit Committee, and senior management guarantee that the contents of this prospectus are true, accurate, and complete, and contain no false records, misleading statements, or major omissions. They undertake to fulfill their commitments in accordance with the principle of good faith and bear corresponding legal liabilities.
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 truthfulness and completeness of the financial and accounting information in this prospectus.
Any decision or opinion made by the China Securities Regulatory Commission or the exchange regarding this issuance does not imply their guarantee of the truthfulness, 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 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 caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
The listed company and the subscribers for this issuance, Zhu Shuangquan and Zhu Shunquan, have issued commitments that if this issuance obtains the registration approval from the China Securities Regulatory Commission, the issuance will be completed within the validity period of the registration approval.
Important Matters Notice
The Company reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters before making investment decisions.
I. Overview of the Issuance
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Matters related to this issuance of shares to specific targets have been deliberated and approved at the 14th (extraordinary) meeting of the 6th Board of Directors, the 19th (extraordinary) meeting of the 6th Board of Directors, and the 1st extraordinary general meeting of 2025. It remains subject to review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission before implementation.
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The targets of this issuance are Zhu Shuangquan and Zhu Shunquan. The targets will subscribe for the shares in cash. The actual controllers of the Company are Zhu Shuangquan, Zhu Shunquan, and Zhu Mengqian; this issuance constitutes a related party transaction. When the Board of Directors and the general meeting deliberated on the proposal for this issuance, the related directors and related shareholders abstained from voting.
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The pricing benchmark date for this issuance is the first day of the issuance period. The issue 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. If there are ex-rights or ex-dividend events such as dividend distribution, bonus shares, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the issue price will be adjusted accordingly.
If there are new provisions in national laws and regulations regarding the issue price and pricing principles, the Company will make adjustments in accordance with the new provisions.
- The number of shares to be issued to specific targets shall be determined by dividing the total amount of raised funds by the issue price (if the calculation result is less than 1 share, the fractional part shall be rounded down), and shall not exceed 30% of the Company's total share capital before the issuance, nor exceed 61,350,000 shares (inclusive).