Core Viewpoint - Fujian Zhangzhou Development Co., Ltd. has approved a plan to issue A-shares to specific investors, including its controlling shareholder, Zhanglong Group, to raise funds for various projects [1][2][3]. Group 1: Meeting Resolutions - The board of directors confirmed that the company meets the conditions for issuing A-shares to specific investors [1]. - The proposal for the issuance of A-shares was approved with a vote of 4 in favor and 0 against [2]. - The controlling shareholder, Zhanglong Group, intends to subscribe for at least 20% of the total shares issued [3][4]. Group 2: Issuance Details - The shares will be domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 each [2]. - The issuance will be subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][5]. - The maximum number of shares to be issued will not exceed 30% of the company's total share capital prior to the issuance, which is approximately 297,444,321 shares [6]. Group 3: Fund Utilization - The total amount to be raised from this issuance is capped at RMB 1,050 million, which will be allocated to specific projects, including ecological restoration and solar power generation [9]. - The company will adjust the investment priorities based on the actual amount raised and project needs if the net amount raised is less than planned [9]. Group 4: Related Transactions - The issuance constitutes a related party transaction due to Zhanglong Group's involvement, and the related director has abstained from voting [2][17]. - The board has proposed to seek shareholder approval for Zhanglong Group to be exempt from making a tender offer for additional shares due to its existing stake exceeding 30% [18]. Group 5: Future Steps - The company plans to hold a shareholder meeting on August 20, 2025, to discuss and approve the proposed issuance and related matters [21].

Core Viewpoint - The legal opinion letter from Beijing Jiayuan Law Firm confirms that Northern International Cooperation Co., Ltd. is authorized to issue A-shares to specific investors, complying with relevant laws and regulations [3][27]. Group 1: Issuance Details - The company plans to issue no more than 105,032,822 A-shares, which will not exceed 30% of the total share capital before the issuance [12][10]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [20][11]. - The total amount of funds raised is expected to be no more than 960 million RMB, which will be allocated to specific projects, including the Aurora Optoelectronics project [14][13]. Group 2: Approval and Compliance - The issuance has been approved by the company's board of directors and will be subject to further approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [9][7]. - The company has confirmed that it meets all legal qualifications for the issuance, including compliance with the Company Law and Securities Law [18][22]. - The company will ensure that the issuance does not lead to a change in control, as the controlling shareholder will remain the same post-issuance [22][21]. Group 3: Investor Participation - The issuance will target no more than 35 specific investors, including qualified institutional investors such as securities companies and insurance institutions [10][19]. - All investors will subscribe to the shares using cash in RMB, and any changes in regulations regarding investor qualifications will be adhered to [11][20]. Group 4: Fund Utilization - The raised funds will be used for specific projects, and if the actual funds raised are less than the total project needs, the company will adjust the investment priorities accordingly [15][14]. - The company may initially use self-raised funds for project implementation before the raised funds are available [14][15].