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 Issuance 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)
August 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, and assume individual and joint legal liability for the authenticity, accuracy, and completeness of the contents of this prospectus.
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This prospectus is prepared in accordance with the "Administrative Measures for the Issuance 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 Issuance of Securities to Specific Targets by Listed Companies," and other requirements.
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Upon completion of this issuance of shares 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 Board of Directors' explanation of this issuance of shares to specific targets; any statement to the contrary is a false statement.
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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 the substantive judgment, confirmation, or approval of the approval authorities regarding matters related to this issuance of shares. The effectiveness and completion of the matters related to the issuance of shares to specific targets stated in this prospectus are still subject to the approval, verification, or registration of the relevant approval authorities.
Major Matters Prompt
The Company specifically reminds investors to pay attention to the following major matters or risk factors and to carefully read the relevant sections of this prospectus.
I. Overview of this Issuance of A-Shares to Specific Targets
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Matters related to this issuance of shares to specific targets have been deliberated and approved at the Company's 6th meeting of the 4th Board of Directors, the 9th meeting of the 4th Board of Directors, and the 2025 Annual General Meeting.
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The targets for this issuance of shares 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 CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors subscribing with two or more products under their management are regarded as one issuance target; trust investment companies acting as issuance targets may only subscribe with their own funds.
Within the above scope, the final issuance 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), after the Company obtains the registration approval from the CSRC for this issuance, in accordance with the principle of price priority based on the subscription quotes of the issuance targets. If there are new regulations on issuance targets in relevant laws, regulations, and normative documents, the Company will make adjustments in accordance with the new regulations.
All issuance targets shall subscribe for the shares issued to specific targets in cash.