Issuer Statement
The Company and all directors and senior management warrant that this prospectus contains no false records, misleading statements, or material omissions, and guarantee the truthfulness, accuracy, and completeness of the disclosed information.
The person in charge of the Company, the person in charge of accounting work, and the person in charge of the accounting institution (accounting supervisor) guarantee the truthfulness and completeness of the financial and accounting reports in this prospectus.
Any decision made by securities regulatory authorities or other government departments regarding this issuance does not indicate their substantive judgment or guarantee of the value of the securities issued by the Company or the returns to investors. Any statement to the contrary is a false and untrue representation.
In accordance with the Securities Law, after the securities are issued according to law, the Company is solely responsible for changes in its operations and earnings, and investors are solely responsible for the investment risks arising from such changes.
Important Matters Notice
The Company specifically reminds investors to pay attention to the following major matters or risk factors and to carefully read the relevant chapters of this prospectus.
I. Overview of the Issuance of Shares to Specific Targets
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The plan for the issuance of A-shares to specific targets has been deliberated and approved at the fourth, ninth, and tenth meetings of the fourth Board of Directors, and approved at the 2025 first extraordinary general meeting and the 2026 first extraordinary general meeting. In accordance with relevant laws and regulations, the issuance plan has been reviewed and approved by the Shenzhen Stock Exchange and is subject to registration approval by the China Securities Regulatory Commission before implementation.
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The scope of targets for this issuance of A-shares includes securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors, and other legal entities, natural persons, or other qualified investors that meet the requirements of the China Securities Regulatory Commission, with a maximum of 35 targets. If a securities investment fund management company, securities company, or qualified foreign institutional investor subscribes through two or more products it manages, it shall be regarded as one target. Trust companies can only subscribe with their own funds. The final targets will be determined by the Board of Directors and the sponsor (lead underwriter) based on the bidding results after the issuance application is approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission.
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The number of A-shares issued to specific targets shall not exceed 95,023,397 shares (inclusive), which does not exceed 30% of the total share capital of the listed company before this issuance. The final number of shares will be determined by the Board of Directors based on the authorization of the general meeting of shareholders and the actual situation at the time of issuance, on the basis of the upper limit of shares approved for registration by the China Securities Regulatory Commission, in consultation with the sponsor (lead underwriter).
To ensure that this issuance does not lead to a change in control, for subscribers participating in the bidding process, the subscription limit for a single target and its parties acting in concert shall not exceed 20,961,044 shares (inclusive), and the total number of shares held by a single target and its parties acting in concert after this subscription shall not exceed 20,961,044 shares (inclusive).
If the Company's stock undergoes ex-rights or ex-dividend events such as dividend distribution, bonus shares, or capitalization of capital reserves, or if the total share capital changes due to share repurchases or employee equity incentives between the date of the Board of Directors' resolution on this issuance and the issuance date, the number of shares issued, the subscription limit for a single target and its parties acting in concert, and the upper limit of total shares held by a single target and its parties acting in concert will be adjusted accordingly.