Dongguan Yian Technology Co., Ltd. (hereinafter referred to as the "Company") and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
Special Risk Warning:
- The matters related to the issuance of A-shares to specific objects (hereinafter referred to as "this issuance") by Dongguan Yian Technology Co., Ltd. require approval from the state-owned assets supervision and administration department, review and approval by the Company's shareholders' meeting, approval from the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and registration approval from the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). There is uncertainty regarding whether the above approvals can be obtained, and investors are advised to pay attention to investment risks.
- The issuance of shares to specific objects will involve no more than 35 qualified legal entities, natural persons, or other legitimate investment organizations as defined by the CSRC, including Zhuzhou State Investment Group Co., Ltd. (hereinafter referred to as "Zhuzhou State Investment"). As of the announcement date, Zhuzhou State Investment is the controlling shareholder and a related party of the Company, making this issuance a related party transaction.
- This related party transaction will not result in a change of the controlling shareholder or the actual controller of the Company, nor will it affect the Company's equity distribution in a way that fails to meet listing conditions.
Overview of Related Party Transactions
The Company intends to issue no more than 207,127,080 shares (including this number) to no more than 35 qualified legal entities, natural persons, or other legitimate investment organizations, raising a total of no more than 800 million RMB (including this number). The controlling shareholder, Zhuzhou State Investment, intends to subscribe for 10.00% of the actual number of shares issued in this issuance. The final number of shares subscribed by Zhuzhou State Investment will be determined by a supplementary agreement signed between Zhuzhou State Investment and the Company after the issuance price is set. Zhuzhou State Investment will not participate in the market bidding process but commits to accept the market bidding results and subscribe for the shares at the same price as other specific investors. If the issuance price is not determined through a bidding process, Zhuzhou State Investment will fulfill its subscription commitment at the base price of the issuance. This issuance will adopt a bidding method, with the issuance price not lower than 80% of the average trading price of the Company's shares over the 20 trading days prior to the pricing benchmark date (the average trading price = total trading amount over the 20 trading days / total trading volume over the 20 trading days) and the higher of the latest audited net asset value per share attributable to the ordinary shareholders of the parent company before the issuance. The pricing benchmark date is the first day of the issuance period. Regarding the above matters, Zhuzhou State Investment and the Company have signed a "Conditional Share Subscription Agreement." As Zhuzhou State Investment is the controlling shareholder and a related party of the Company, this issuance constitutes a related party transaction according to the relevant provisions of the "Shenzhen Stock Exchange GEM Listing Rules." This related party transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."