Stock Code: 300890 Stock Abbreviation: Xiangfenghua
Convertible Bond Code: 123225 Convertible Bond Abbreviation: Xiangfeng Convertible Bond
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Shanghai Xiangfenghua Technology Co., Ltd.
2026 Annual Offering of A-Shares to Specific Targets
Prospectus
(Draft for Declaration)
Sponsor (Lead Underwriter)
Guotai Haitong Securities Co., Ltd.
(No. 618 Shangcheng Road, China (Shanghai) Pilot Free Trade Zone)
June 2026
Statement
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The Company and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions. They assume individual and joint legal responsibility for the authenticity, accuracy, and completeness of the content of this prospectus.
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This prospectus is prepared in accordance with the "Administrative Measures for the Issuance and Registration of Securities by Listed Companies," the "Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 61 — Prospectus and Issuance Report for Securities Issued by Listed Companies to Specific Targets," and other requirements.
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Upon completion of this issuance to specific targets, the Company shall be solely responsible for changes in its operations and earnings; investors shall be solely responsible for investment risks arising from this issuance.
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This prospectus is the Company's explanation of this issuance to specific targets; any statement to the contrary is a false representation.
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If investors have any questions, they should consult their brokers, lawyers, professional accountants, or other professional advisors.
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The matters stated in this prospectus do not represent a substantive judgment, confirmation, or approval by the approval authorities regarding the matters related to this issuance. The effectiveness and completion of the matters related to this issuance to specific targets are still subject to the approval, verification, or registration of the relevant approval authorities.
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 this A-Share Issuance to Specific Targets
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Matters related to this issuance to specific targets have been reviewed and approved by the sixth meeting of the fourth Board of Directors, the ninth meeting of the fourth Board of Directors, and the 2025 Annual General Meeting.
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The targets for this issuance are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and other legal entities, natural persons, or other qualified investors that meet the requirements of the China Securities Regulatory Commission (CSRC). Securities investment fund management companies, securities companies, qualified foreign institutional investors, or RMB qualified foreign institutional investors subscribing with two or more products under their management shall be regarded as one target; trust investment companies subscribing as a target may only use their own funds.
Within the above scope, the final targets will be determined by the Board of Directors, based on the authorization of the General Meeting and in consultation with the sponsor (lead underwriter), according to the subscription quotations of the targets and in compliance with the principle of price priority, after the Company obtains the registration approval from the CSRC. If there are new regulations on the targets in relevant laws, regulations, and normative documents, the Company will make adjustments in accordance with the new regulations.
All targets shall subscribe for the shares issued to specific targets in cash.