[Image: Zhengye Technology Logo]
Guangdong Zhengye Technology Co., Ltd.
(Address: No. 6 Nanyuan Road, Songshan Lake Park, Dongguan City, Guangdong Province)
2025 Plan for Issuance of Shares to Specific Targets on the ChiNext Market (Revised Draft)
July 2026
Statement
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The Company and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions, and they assume individual and joint legal liability for the authenticity, accuracy, and completeness of the content of this plan.
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This plan is prepared in accordance with the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" and other relevant laws, regulations, and normative documents.
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Upon completion of this issuance of shares to specific targets, the Company shall be solely responsible for changes in its operations and earnings; investment risks arising from this issuance shall be borne by the investors themselves.
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This plan is the Board of Directors' explanation of this issuance of shares to specific targets, and any statement to the contrary is a false statement.
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Investors with any questions should consult their brokers, lawyers, professional accountants, or other professional advisors.
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The matters described in this plan do not represent a substantive judgment, confirmation, or approval by the approval authorities regarding matters related to this issuance. The effectiveness and completion of this issuance are still subject to review and approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission.
Important Matters Notice
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The relevant matters concerning the Company's issuance of shares to specific targets have been deliberated and approved at the 6th meeting of the 6th Board of Directors, the 4th meeting of the 6th Board of Supervisors, and the 14th meeting of the 6th Board of Directors. It has obtained approval from the actual controller, the State-owned Assets Supervision and Administration Commission of Jingdezhen, and has been approved at the Company's 2026 Second Extraordinary General Meeting. It remains subject to review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission before implementation.
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The target of this issuance is Jingdezhen Hesheng Industrial Investment Development Co., Ltd. (hereinafter referred to as "Hesheng Investment"), which will subscribe to the issued shares in cash. On June 27, 2025, Hesheng Investment signed the "Conditional Share Subscription Agreement between Guangdong Zhengye Technology Co., Ltd. and Jingdezhen Hesheng Industrial Investment Development Co., Ltd." with the Company. On July 14, 2026, Hesheng Investment and the Company signed the "Supplementary Agreement to the Conditional Share Subscription Agreement." As Hesheng Investment is the Company's controlling shareholder and a related party, its subscription constitutes a related-party transaction. Related directors and shareholders have abstained from voting on relevant motions.
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The pricing base 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 base date. If the Company's shares undergo ex-rights or ex-dividend events such as dividend distribution, bonus issues, or capitalization of capital reserves between the pricing base 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 68,259,385 shares (inclusive), and not exceeding 30% of the Company's total share capital prior to this issuance, in compliance with the China Securities Regulatory Commission's "Securities and Futures Legal Application Opinion No. 18." The final number of shares is subject to approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission.