Helen Piano (300329) Issuance of 200 million yuan private placement plan: the actual controller intends to subscribe in full with cash, strengthening financial foundation and empowering intelligent transformation

On March 23, Helen Piano (300329) disclosed the plan for a private placement of stocks for the year 2026. This issuance plan has been approved by the company’s sixth board of directors at its seventeenth meeting, and all arrangements comply with regulatory requirements. The process will be steadily advanced according to legal procedures. According to the plan, the actual controller, Cui Yongqing, intends to fully subscribe to the entire issuance with cash, raising no more than 200 million yuan, with the number of shares issued not exceeding 30% of the company’s total share capital prior to this issuance. The raised funds aim to optimize the company’s financial structure and provide solid financial support for daily operations and long-term strategic development.

According to the announcement, the issuance price is set at 11.46 yuan per share, with the pricing benchmark date being the day of the board resolution announcement. The issuance price will not be lower than 80% of the average trading price of the company’s stock over the 20 trading days preceding the pricing benchmark date. The pricing mechanism is compliant and adheres to market principles. If the issuance is successfully completed, the shares subscribed by Cui Yongqing cannot be transferred within 18 months from the end of the issuance. The new shares resulting from stock dividends, capital reserve conversion to share capital, etc., will also adhere to this lock-up arrangement, fully reflecting the actual controller’s firm determination to hold shares long-term and to weather industry cycles with the company, conveying strong confidence in the company’s future development to the capital market.

The current musical instrument industry is undergoing structural adjustments and upgrades, with changes in market demand and competition patterns. The industry faces multiple operational challenges. The net amount raised from this issuance is intended to be fully used to supplement working capital and/or repay bank loans. If the issuance is successfully implemented, it will effectively optimize the company’s asset-liability structure, reduce financial costs, increase net asset scale, enhance the company’s risk resistance and sustainability, alleviate operational cash flow pressure, and provide stable financial support for core operational aspects such as raw material procurement and production organization, further solidifying the company’s financial foundation.

In terms of business development, the company has clarified its long-term development direction from traditional instruments to smart instruments. Starting in 2023, it has developed and launched several smart piano series products and is also planning to layout new categories such as smart electric wind instruments and smart wireless guitars. Once the raised funds are in place, they will provide crucial financial support for the iteration of smart instrument R&D, expansion of new products, and market promotion, ensuring investment in smart business R&D and market entry, assisting the company in steadily advancing business structure optimization, and promoting the implementation of the “manufacturing + smart” dual-line development strategy.

The company’s current control structure is stable. As of the disclosure date of the plan, Cui Yongqing is the actual controller of the company. After the completion of this issuance, his control position will be further consolidated, which is conducive to maintaining the continuity and stability of the company’s operational decisions, providing reliable governance support for business development and strategic implementation. This issuance will not lead to any changes in the company’s control or result in a share distribution that does not meet listing conditions.

From a compliance perspective, this issuance constitutes a related party transaction. The related directors have legally recused themselves from voting during the board review, and the independent directors have issued independent opinions agreeing to the transaction, with the review process being compliant and transparent. This matter still requires submission to the company’s shareholders’ meeting for review and must be approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission before implementation. The actual controller Cui Yongqing has formally committed that the funds for this subscription are legally owned or self-raised funds and that there are no violations regarding the use of the listed company’s funds, external fundraising, or holding on behalf of others.

Overall, this private placement plan closely aligns with the company’s actual operational needs and medium- to long-term development plans. It is not only an important arrangement for the company to optimize its financial structure and enhance its financial strength but also a key measure to support the transformation and upgrading of its smart business and improve core competitiveness. It fully demonstrates the actual controller’s high recognition and firm confidence in the company’s future development. If this private placement is successfully implemented, the company will rely on a more robust financial status and governance structure to continue to deepen its focus on the musical instrument core business, steadily advance its smart business layout, and continuously improve operational quality and sustainable development capabilities, creating long-term value for shareholders and the market.