[Chart: ZOVAN logo]
Wuhan Zhongyuan Huadian Science & Technology Co., Ltd.
(No. 6, 6th Road, Huazhong University of Science and Technology Science Park, East Lake High-tech Development Zone, Wuhan, Hubei, China)
2025 A-Share Private Placement Prospectus
(Registration Draft)
Sponsor (Lead Underwriter)
(No. 111, Fuhua 1st Road, Futian Street, Futian District, Shenzhen)
July 2026
Statement
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, free from false records, misleading statements, or major omissions. They commit to fulfilling their promises in accordance with the principle of good faith and assume corresponding legal liabilities.
The company's person-in-charge, the person-in-charge of accounting work, and the person-in-charge of the accounting department guarantee the truthfulness and completeness of the financial and accounting data in this prospectus.
Any decision or opinion made by the CSRC or the exchange regarding this issuance does not imply a 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 statement.
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 CSRC's registration approval, 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 private placement of shares have been deliberated and approved at the company's 14th (extraordinary) meeting of the 6th Board of Directors, the 19th (extraordinary) meeting of the 6th Board of Directors, and the 2025 1st Extraordinary General Meeting. It has passed the Shenzhen Stock Exchange review and is subject to CSRC registration before implementation.
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The subscribers for this issuance are Zhu Shuangquan and Zhu Shunquan. The subscribers 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. During the deliberation of the private placement proposal by the Board of Directors and the General Meeting, the related directors and shareholders abstained from voting.
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The pricing benchmark date for this private placement is the first day of the issuance period. The issue price shall not be less than 80% of the average trading price of the company's shares for the 20 trading days preceding the pricing benchmark date. If ex-rights or ex-dividend events such as dividend distribution, bonus shares, or capitalization of capital reserves occur between the pricing benchmark date and the issuance date, the issue price will be adjusted accordingly.
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The number of shares to be issued is determined by dividing the total proceeds by the issue price (rounded down to the nearest whole share), not exceeding 30% of the company's total share capital before the issuance and not exceeding 61,350,000 shares (inclusive).
If the company's total share capital changes due to bonus shares, capitalization of capital reserves, share repurchases, or equity incentive plans between the date of the board resolution announcement and the issuance date, the upper limit of the number of shares will be adjusted accordingly.