Stock Code: 300302 Stock Abbreviation: Toyou Technology
Beijing Toyou Feiji Technology Co., Ltd.
(101, Floors -1 to 4, Building 2, Yard 9, Dijin Road, Haidian District, Beijing)
2026 Prospectus for Issuance of A-Shares to Specific Targets
(Draft for Declaration)
Sponsor (Lead Underwriter): CMS
Address: 111 Fuhua 1st Road, Futian Street, Futian District, Shenzhen
August 2026
Statement
The Company and all directors, members of the audit committee, and senior management warrant that this prospectus and other information disclosure materials do not contain any false records, misleading statements, or major omissions, and assume corresponding legal liability for their authenticity, accuracy, and completeness.
The person in charge of the Company, the person in charge of accounting work, and the person in charge of the accounting institution guarantee that the financial and accounting data in this prospectus are true and complete.
Any decision or opinion made by the CSRC or the Shenzhen Stock Exchange regarding this issuance does not indicate their guarantee of the authenticity, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the Company's profitability, investment value, or investor returns. Any statement to the contrary is a false statement.
According to the Securities Law, after the securities are issued in accordance with the law, the Company is responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the Company, make their own investment decisions, and bear the investment risks caused by changes in the Company's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
Terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this prospectus.
I. Summary of the Issuance Plan
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Matters related to this issuance of shares to specific targets have been deliberated and approved by the 19th meeting of the 5th Board of Directors and the 2026 2nd Extraordinary General Meeting of Shareholders. This issuance is subject to review by the Shenzhen Stock Exchange and registration approval by the CSRC.
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The targets for this issuance shall not exceed 35 (inclusive) and must be legal persons, natural persons, or other legal investment organizations that meet the conditions stipulated by the CSRC. Securities investment fund management companies, securities companies, QFIIs, and RQFIIs subscribing with two or more products under their management are considered one target; trust companies may only subscribe with their own funds.
The final targets will be determined by the Board of Directors, as authorized by the General Meeting of Shareholders, following review by the Shenzhen Stock Exchange and registration approval by the CSRC, based on the bidding results and in consultation with the sponsor (lead underwriter). If there are new national laws or regulations, the Company will make adjustments accordingly. All targets will subscribe to the shares at the same price in cash.
- The pricing benchmark date for this issuance 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 (Average price = Total trading amount for the 20 trading days / Total trading volume for the 20 trading days).
If the Company experiences 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 floor price for this issuance will be adjusted accordingly.
- The number of shares to be issued to specific targets is determined by dividing the total proceeds by the issue price, and shall not exceed 30% of the Company's total share capital before the issuance, with a cap of 143,779,139 shares (inclusive).