Statement
The Company and all directors, members of the audit committee, and senior management warrant that the prospectus and other information disclosure materials do not contain any false records, misleading statements, or material 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 information in this prospectus is true, accurate, 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 issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false representation.
In accordance with the Securities Law, after the securities are issued in accordance with the law, the issuer is responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
The Company specifically requests that investors carefully read the full text of this prospectus and pay special attention to the following important matters before making investment decisions or value judgments.
I. Overview of the Issuance of Shares to Specific Targets
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The plan for this issuance of shares to specific targets has been deliberated and approved by the 10th meeting of the 5th Board of Directors, the 2024 Annual General Meeting, the 20th meeting of the 5th Board of Directors, the 1st Extraordinary General Meeting of 2026, and the 2nd meeting of the 6th Board of Directors. It remains subject to review and approval by the Shenzhen Stock Exchange and registration by the CSRC before implementation.
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The target of this issuance is the Company's controlling shareholder, Jiangsu Fenghui, which will subscribe to the shares in cash.
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This issuance constitutes a related-party transaction. The Company has strictly followed laws, regulations, and internal rules to fulfill the deliberation and voting procedures for related-party transactions.
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The pricing benchmark date for this issuance is the first day of the issuance period. The issue 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. After the issuance is registered by the CSRC, the Board of Directors or its authorized persons will determine the timing of the issuance based on market conditions and the principle of protecting the interests of small and medium investors, as authorized by the General Meeting of Shareholders. If the Company has ex-rights or ex-dividend events such as dividend payments, bonus issues, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the issue price will be adjusted accordingly.
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The shares subscribed by the target shall not be transferred within 36 months from the date of completion of this issuance. If national laws, regulations, or regulatory requirements regarding the lock-up period change, the Company will adjust the lock-up period accordingly.
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The number of shares to be issued is determined by dividing the total proceeds by the issue price (rounding down to the nearest whole share), not exceeding 30% of the Company's total share capital before the issuance and not exceeding 33,226,152 shares (inclusive). If ex-rights or ex-dividend events occur, the upper limit of the issuance quantity will be adjusted accordingly.