Core Viewpoint - The company plans to issue shares to specific investors, which will dilute immediate returns but aims to enhance long-term financial performance and shareholder value [2][6][10] Financial Impact of the Share Issuance - The issuance will increase the total share capital and net asset scale, but short-term earnings per share (EPS) will be diluted due to the time lag in realizing economic benefits from the investment projects [2][6] - The total share capital will rise from 11,256.15 million shares to 17,583.38 million shares post-issuance, with the estimated issuance of 811.72 million shares [4][5] - Under various profit scenarios for 2025, the basic EPS is projected to decrease from 0.17 to 0.12 if profits remain flat, and further declines are expected if profits drop by 10% [5][6] Assumptions and Projections - The analysis is based on assumptions regarding net profit for 2025, which may remain flat, increase by 10%, or decrease by 10% compared to 2024 [3][5] - The company emphasizes that these assumptions do not constitute profit guarantees and should not be the sole basis for investment decisions [3][6] Relationship of Fundraising Projects to Existing Business - The fundraising projects are aligned with the company's focus on providing customized embedded modules and solutions, particularly in key national sectors [6][7] - The projects aim to enhance the company's research and production capabilities in high-reliability embedded computing, which is crucial for applications in advanced equipment like aircraft and missiles [7][8] Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the management of raised funds to ensure compliance and effective use, aiming to enhance sustainable profitability [8][9] - It plans to expedite the implementation of fundraising projects to achieve expected benefits sooner, thereby reducing the risk of immediate return dilution [8][9] - The company will improve its governance structure to ensure efficient decision-making and protect shareholder interests [9][10] Commitments from Management and Major Shareholders - The board and senior management have committed to not transferring benefits unfairly and to link their compensation to the execution of measures to mitigate return dilution [10][11] - Major shareholders have also pledged to refrain from interfering in company operations and to uphold the interests of the company and its investors [10][11] Approval Process for the Issuance - The proposal for the share issuance and related measures has been approved by the company's board and will require further approval from the shareholders' meeting [11]
智明达: 成都智明达电子股份有限公司关于以简易程序向特定对象发行股票摊薄即期回报的风险提示及采取填补措施和相关主体承诺的公告