301089SZSE
🚨 Material Event

Tuoxin Pharmaceutical Group Co., Ltd. 2026 Prospectus for Issuance of Shares to Specific Targets (Draft for Declaration)

Tuo Xin Pharmaceutical Co., Ltd.··155 pages

✨ AI Summary

Tuoxin Pharmaceutical Group Co., Ltd. plans to issue shares to no more than 35 specific targets to raise up to 227.8895 million RMB. The proceeds will be used for the first phase of an API and health dietary supplement manufacturing base project. The issuance is subject to approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.

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Full Translation

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Important Notice

The Company specifically reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters before making investment decisions:

I. Summary of the Plan for Issuance of Shares to Specific Targets

  1. The relevant matters for this issuance have been reviewed and approved at the 12th meeting of the 5th Board of Directors and the 2026 First Extraordinary General Meeting of the Company. It is subject to review and approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission before implementation. The final issuance plan shall be subject to the plan approved for registration by the China Securities Regulatory Commission.

  2. The targets for this issuance are no more than 35 (inclusive) specific targets, including: securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors (including proprietary accounts or investment product accounts managed by the aforementioned investors) and other institutional investors, as well as other legal persons, natural persons, or other legal organizations that meet the requirements of the China Securities Regulatory Commission. Where securities investment fund management companies, securities companies, qualified foreign institutional investors, or RMB qualified foreign institutional investors subscribe with two or more products they manage, they shall be regarded as one issuance target. Trust companies, as issuance targets, may only subscribe with their own funds.

The final issuance targets will be determined by the Board of Directors, based on the authorization of the General Meeting and in accordance with relevant regulations, in consultation with the sponsor (lead underwriter) based on the subscription quotations of the issuance targets, following the principle of price priority, after the issuance is approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission.

All issuance targets shall subscribe for the shares in this issuance with cash.

  1. This issuance of shares to specific targets adopts an inquiry-based issuance method. The pricing benchmark date is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the Company's shares for the 20 trading days preceding the pricing benchmark date (calculation formula: average trading price for the 20 trading days preceding the pricing benchmark date = total trading volume for the 20 trading days preceding the pricing benchmark date / total trading volume for the 20 trading days preceding the pricing benchmark date). During the period from the pricing benchmark date to the issuance date, if the Company undergoes ex-rights or ex-dividend events such as dividend distribution, bonus share issuance, or capitalization of capital reserves, the issuance price will be adjusted accordingly in accordance with the relevant regulations of the Shenzhen Stock Exchange.

  2. The number of shares to be issued to specific targets is calculated by dividing the total amount of raised funds by the issuance price, and shall not exceed 30% of the Company's total share capital before this issuance. The final cap on the number of shares issued shall be subject to the limit approved for registration by the China Securities Regulatory Commission.

If the Company's total share capital changes before this issuance due to capitalization of capital reserves, bonus share issuance, equity incentives, share repurchase and cancellation, or other reasons, the number of shares to be issued shall be adjusted accordingly. The final number of shares issued will be determined by the Board of Directors, based on the authorization of the General Meeting and the actual situation at the time of issuance, in consultation with the sponsor (lead underwriter) after the issuance is approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission.

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