Statement
All directors, members of the audit committee, and senior management of the company warrant that this prospectus contains no false records, misleading statements, or major omissions, and guarantee the truthfulness, accuracy, and completeness of the disclosed information.
The person in charge of the company, the person in charge of accounting work, and the person in charge of the accounting institution (accounting supervisor) guarantee the truthfulness and completeness of the financial and accounting reports in this prospectus.
Any decision made by securities regulatory agencies or other government departments regarding this issuance does not indicate their substantive judgment or guarantee of the value of the securities issued by the issuer or the returns to investors. Any statement to the contrary is a false and untrue representation.
According to the provisions of 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, and investors are solely responsible for any investment risks arising from such changes.
Important Matters Notice
The company specifically reminds investors to pay attention to the following major matters or risk factors and to carefully read the relevant chapters of this prospectus. The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this prospectus.
I. Issuance Plan
(1) The plan for the issuance of shares to specific targets has been deliberated and approved by the 28th meeting of the 6th Board of Directors and the 2025 Annual General Meeting of Shareholders, and the 3rd meeting of the 7th Board of Directors. It is subject to review and approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission (CSRC) before implementation. The final issuance plan shall be subject to the plan approved by the CSRC. After completing the above approval procedures, the company will apply to the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited for stock issuance and listing.
(2) The target of this issuance is Midea Group. Midea Group will subscribe for all shares issued by the company in this issuance in cash. Midea Group has signed the "Share Subscription Agreement" and the "Supplementary Agreement to the Share Subscription Agreement" with the company. This issuance constitutes a related-party transaction. Independent directors have held a special meeting to deliberate on this related-party transaction, and the Board Audit Committee has also held a meeting to deliberate on it. When the Board of Directors deliberated on the relevant proposals for this issuance, related directors abstained from voting. When the General Meeting of Shareholders deliberated on the relevant matters of this issuance, related shareholders abstained from voting on the relevant proposals.
(3) The pricing base 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 base date (average trading price for the 20 trading days preceding the pricing base date = total trading volume of the company's shares for the 20 trading days preceding the pricing base date / total trading volume of the company's shares for the 20 trading days preceding the pricing base date).
(4) The number of shares to be issued shall not exceed 288,234,136 shares (inclusive), and shall not exceed 30% of the company's total share capital before this issuance. The final number of shares issued shall be subject to the number registered and issued by the CSRC.
If the company undergoes ex-rights or ex-dividend events such as dividend distribution, bonus shares, or capitalization of capital reserves between the pricing base date and the issuance date, the number of shares issued will be adjusted accordingly. The adjusted number of shares will be rounded down to the nearest whole number.