Important Notice
The Company specifically reminds investors to carefully read the full content of this prospectus and pay special attention to the following important matters before making any investment decisions.
I. Overview of the Issuance of A-Shares to Specific Targets
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Matters related to this issuance of shares to specific targets were reviewed and approved at the 13th meeting of the 4th Board of Directors held on September 10, 2025, and the 2025 3rd Extraordinary General Meeting held on November 17, 2025. Adjustments to the issuance plan were reviewed and approved at the 19th meeting of the 4th Board of Directors held on February 9, 2026, and the 2026 2nd Extraordinary General Meeting held on February 27, 2026. In accordance with relevant laws, regulations, and normative documents, this issuance is subject to review and approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission (CSRC). The final issuance plan shall be subject to the plan approved by the CSRC.
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The targets for this issuance are no more than 35 specific investors (inclusive), including the Company's controlling shareholder, Hengtong New Energy. In addition to Hengtong New Energy, other targets include securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and other legal entities, natural persons, or other legal investment organizations that meet the conditions stipulated by the CSRC. Where securities investment fund management companies, securities companies, qualified foreign institutional investors, or RMB qualified foreign institutional investors subscribe with two or more products under their management, they shall be deemed as one target. Trust investment companies acting as targets may only subscribe with their own funds.
The specific targets will be determined by the Board of Directors within the scope authorized by the General Meeting, in accordance with relevant laws, administrative regulations, departmental rules, or normative documents, and based on the subscription quotations, after the issuance application receives the registration approval from the CSRC.
- The Company has signed a "Conditional Share Subscription Agreement" with Hengtong New Energy. Hengtong New Energy intends to participate in the subscription with cash in the amount of 200 million RMB. The number of shares to be subscribed is determined by dividing the subscription amount by the issuance price, with any fractional share resulting from the calculation rounded down. According to the "Shenzhen Stock Exchange ChiNext Market Stock Listing Rules," the participation of the controlling shareholder in this issuance constitutes a related-party transaction. The Company has strictly fulfilled the relevant approval procedures for related-party transactions in accordance with relevant laws, regulations, and the "Articles of Association."
As of the signing date of this prospectus, other targets besides Hengtong New Energy have not been determined. Whether the subscription by other related parties constitutes a related-party transaction will be disclosed in the issuance report announced after the completion of the issuance.
- This issuance adopts a competitive pricing method, with the pricing benchmark date being 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 (hereinafter referred to as the "Floor Price"). The average trading price for the 20 trading days preceding the pricing benchmark date = total trading amount for the 20 trading days preceding the pricing benchmark date / total trading volume for the 20 trading days preceding the pricing benchmark date, rounded up to two decimal places.
If the Company's stock undergoes ex-rights or ex-dividend events such as cash dividends, bonus shares, or capitalization of capital reserves between the pricing benchmark date and the issuance date, the Floor Price will be adjusted accordingly.