Stock Abbreviation: Baibang Technology
Stock Code: 300736
Beijing Baihuayuebang Technology Co., Ltd.
2026 Securities Issuance Prospectus to Specific Targets
(Draft)
Sponsor (Lead Underwriter)
Nanjing Securities Co., Ltd.
(No. 389 Jiangdong Middle Road, Nanjing)
August 2026
Declaration
The Company and its controlling shareholders, actual controller, directors, members of the audit committee, and senior management promise that this prospectus and other information disclosure materials do not contain any false records, misleading statements, or major omissions, and they bear corresponding legal responsibility for the authenticity, accuracy, and completeness thereof.
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 China Securities Regulatory Commission 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 and untrue statement.
According to the provisions of 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 reminds investors to carefully read the full text of this prospectus before making investment decisions, and to pay special attention to the following important matters and specific risks.
I. Overview of the Issuance of Shares to Specific Targets
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Matters related to this issuance have been reviewed and approved by the fifth meeting of the fifth session of the Board of Directors, the seventh meeting of the fifth session of the Board of Directors, and the second extraordinary general meeting of shareholders in 2026. According to relevant laws, regulations, and other normative documents, this issuance is still subject to review by the Shenzhen Stock Exchange and approval by the China Securities Regulatory Commission. The aforementioned approvals or registrations are prerequisites for this issuance, and there is uncertainty regarding whether such approvals can be obtained and the timing thereof. Investors are advised to be aware of investment risks.
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The target of this issuance is Xingyue Commercial, which will subscribe for all shares in this issuance in cash. This issuance constitutes a related-party transaction.
As of the date of this prospectus, Dele Technology holds 26,013,359 shares of the Company, accounting for 20.33% of the total share capital before the issuance, and is the controlling shareholder of the Company. Xingyue Commercial is the controlling shareholder of Dele Technology and an enterprise controlled by Mr. Chen Zhu. Mr. Chen Zhu is the actual controller of the listed company. The equity control relationship between the listed company, the controlling shareholder, and the actual controller is as follows:
[Chart: Equity control structure diagram]
Xingyue Commercial has signed the "Conditional Share Subscription Agreement" and the "Supplementary Agreement (I) to the Conditional Share Subscription Agreement" with the listed company. According to the terms of the aforementioned agreements, all shares issued by the listed company in this issuance will be subscribed by Xingyue Commercial. Based on the upper limit of 17,654,936 shares, after the completion of this issuance, Mr. Chen Zhu will control a total of 43,668,295 shares of the listed company through Xingyue Commercial and Dele Technology, representing a controlling ratio of 29.99%. After the completion of this issuance, Dele Technology will remain the controlling shareholder of the Company, and Mr. Chen Zhu will remain the actual controller. This issuance will not result in a change in the Company's control.