Guotai Haitong Securities Co., Ltd., China Securities Co., Ltd.
Report on the Issuance Process and Compliance of Subscription Objects for Ningbo Jiangfeng Electronic Materials Co., Ltd.'s Private Placement of A Shares
Sponsor (Joint Lead Underwriter)
Guotai Haitong Securities Co., Ltd.
GUOTAI HAITONG SECURITIES CO., LTD.
Joint Lead Underwriter
China Securities Co., Ltd.
CHINA SECURITIES CO.,LTD.
June 2026
Shenzhen Securities Exchange:
After being registered and approved by the China Securities Regulatory Commission (CSRC) under the "Approval on the Registration of Ningbo Jiangfeng Electronic Materials Co., Ltd.'s Private Placement of Shares" (Securities Regulatory License (2026) No. 911), Ningbo Jiangfeng Electronic Materials Co., Ltd. (hereinafter referred to as the "Company," "Jiangfeng Electronics," or the "Issuer") will issue shares to no more than 35 specific objects, including fund management companies, securities companies, trust companies, financial companies, insurance institutions, qualified foreign institutional investors, RMB qualified foreign institutional investors, and other legal persons, natural persons, or other legal institutions that meet the CSRC's regulations (hereinafter referred to as the "Current Offering").
Guotai Haitong Securities Co., Ltd. (hereinafter referred to as "Sponsor (Joint Lead Underwriter)," "Guotai Haitong," and "Joint Lead Underwriter") and China Securities Co., Ltd. (hereinafter referred to as "China Securities" or "Joint Lead Underwriter") are the joint lead underwriters for Jiangfeng Electronics' current offering. In accordance with the "Administrative Measures for the Registration of Securities Issuances by Listed Companies," "Administrative Measures for Securities Issuance and Underwriting," and the "Implementation Rules for Securities Issuance and Underwriting Business of Shenzhen Stock Exchange" (2025 Revision), as well as relevant legal documents and resolutions from the Issuer's board of directors and shareholders' meetings, we have audited the compliance of the Issuer's current offering process and subscription objects. The relevant situation is reported as follows:
I. Overview of the Offering
(I) Type and Par Value of Shares Offered
The shares offered in this issuance are Renminbi ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
(II) Offering Price
The pricing benchmark date for this offering is the first day of the offering period (May 28, 2026). The offering price for this private placement of A shares shall be no less than 80% of the average daily trading price of the Company's shares for the 20 trading days prior to the pricing benchmark date (Average daily trading price for the 20 trading days prior to the pricing benchmark date = Total trading volume for the 20 trading days prior to the pricing benchmark date / Total trading volume for the 20 trading days prior to the pricing benchmark date). The floor price for this offering is RMB 150.35 per share.
The Issuer's lawyers will witness the entire process of investor subscription invitations and price quotations.
The underwriters, based on the investors' subscription quotations and strictly in accordance with the procedures and principles for determining the offering price, offering objects, and allocated shares stipulated in the "Subscription Invitation Letter," have determined the offering price for this issuance to be RMB 181.01 per share. This represents a ratio of 120.39% to the floor price and is not less than 80% of the average daily trading price of the Company's shares for the 20 trading days prior to the pricing benchmark date.
(III) Number of Shares Offered
According to the "Offering Plan" submitted by the Issuer and the joint lead underwriters to the SZSE, the total amount of funds to be raised in this offering shall not exceed RMB 1,927,828,900,000. The number of shares to be issued to specific objects in this offering is calculated by dividing the total funds to be raised (RMB 1,927,828,900,000) by the floor price (rounded down to the nearest whole share). This number shall not exceed 30% of the total share capital of 265,320,683 shares before the private placement, and shall not exceed the number of shares approved by the Company's board of directors and shareholders' meeting, which is 79,596,204 shares.