Stock Abbreviation: Sanchao New Materials
Stock Code: 300554
Nanjing Sanchao Advanced Materials Co., Ltd.
(Nanjing Sanchao Advanced Materials Co., Ltd.)
(No. 77 Zecheng Road, Chunhua Street, Jiangning District, Nanjing City, Jiangsu Province)
2025 A-Share Issuance to Specific Targets and Listing on the ChiNext Market
Prospectus
(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)
July 2026
Statement
The Company and all directors, members of the audit committee, and senior management warrant that this prospectus contains no false records, misleading statements, or major omissions, and assume corresponding legal liability for its 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 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 solely 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 arising from changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
The Company specifically reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters before making investment decisions.
I. Details of the A-Share Issuance to Specific Targets
- The plan for the A-share issuance to specific targets has been approved by the 7th meeting of the 4th Board of Directors and the 2025 First Extraordinary General Meeting held on August 1, 2025, and August 20, 2025, respectively. The first revision was approved by the 15th meeting of the 4th Board of Directors and the 2025 Annual General Meeting held on April 1, 2026, and April 15, 2026. The second revision was approved by the 17th meeting of the 4th Board of Directors held on June 9, 2026. According to relevant regulations, this issuance is still subject to the following procedures:
Approval of the issuance and listing review by the Shenzhen Stock Exchange and registration with the CSRC.
- The target of this issuance is Boda Heyi, which intends to subscribe for the shares in cash. The total amount of funds raised is 425.7312 million RMB. After deducting relevant issuance expenses, the total proceeds will be used to supplement working capital and repay bank loans.
This issuance constitutes a related-party transaction. When the Board of Directors reviewed the relevant proposals, related directors abstained from voting, and the proposals were passed by non-related directors. Independent directors held a special meeting and approved the related-party transaction matters. When the shareholders' meeting reviewed the relevant proposals, related shareholders abstained from voting, and the proposals were passed by non-related shareholders.