Stock Abbreviation: Sino Wealth Electronic
Stock Code: 300327
Sino Wealth Electronic Ltd.
(Sino Wealth Electronic Ltd.)
(No. 3, Lane 767, Jinzhong Road, Changning District, Shanghai)
Prospectus for Issuance of Shares to Specific Targets and Listing on the ChiNext Market
(Revised Draft)
Sponsor (Lead Underwriter)
Huatai United Securities Co., Ltd.
(Room 401, Building B7, Qianhai Shenzhen-Hong Kong Fund Town, No. 128 Guiwan 5th Road, Nanshan Street, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen)
Announcement Date: July 2026
Important Notice
The Company specifically reminds investors to carefully read the full content of this prospectus and pay special attention to the following important matters before making investment decisions.
I. Overview of the Issuance of A-Shares to Specific Targets
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Matters related to this issuance of shares to specific targets have been reviewed and approved at the 7th meeting of the 6th Board of Directors, the 9th meeting of the 6th Board of Directors, and the 1st Extraordinary General Meeting of 2026. According to relevant laws, regulations, and normative documents, this issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission (CSRC) before implementation. The final issuance plan shall be subject to the plan approved by the CSRC.
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The target of this issuance is the Company's controlling shareholder, Sino Wealth Electric. The target will subscribe for the shares in RMB cash. This issuance constitutes a related-party transaction. The independent directors have convened a special meeting to review this transaction. During the Board of Directors' review of the issuance, related directors abstained from voting. During the General Meeting's review, 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 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 benchmark date (Average price = Total trading amount for the 20 trading days / Total trading volume for the 20 trading days). If there are new regulations or regulatory opinions regarding pricing principles, the Company will make adjustments accordingly.
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The total amount of funds raised shall not exceed RMB 1,000,000,000 (inclusive). The number of shares issued will be determined by dividing the total raised funds by the issuance price, with a maximum of 49,407,114 shares (inclusive), not exceeding 30% of the total share capital before the issuance. The final limit is subject to the amount approved by the CSRC. If the CSRC or the Stock Exchange adjusts the total amount of funds to be raised, the number of shares will be adjusted accordingly.
If the Company undergoes 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 subscription quantity will be adjusted based on the subscription amount and the adjusted issuance price as per the "Conditional Share Subscription Agreement" and its supplementary agreement.
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If, after the completion of this issuance, the voting rights held by Sino Wealth Electric do not exceed 30% of the Company's issued shares, the shares subscribed shall not be transferred within 18 months from the end of the issuance. If voting rights exceed 30%, the shares shall not be transferred within 36 months. In accordance with the "Administrative Measures for the Takeover of Listed Companies," the 6th Board of Directors and the 1st Extraordinary General Meeting of 2026 have approved the exemption of Sino Wealth Electric from the obligation to make a tender offer.
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The net proceeds after deducting issuance expenses will be used for the following projects: