Zheng Quan Zhi Xing·2025-08-13 16:23Core Viewpoint - The company plans to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd., while also raising supporting funds, which may dilute the immediate returns for investors [1][5]. Financial Impact Analysis - Total assets before the transaction: 360,177.67 million; after the transaction (pro forma): 584,826.15 million, representing a 62.37% increase [2]. - Total liabilities before the transaction: 181,329.43 million; after the transaction (pro forma): 313,712.29 million, representing a 73.01% increase [2]. - Operating income before the transaction: 119,717.62 million; after the transaction (pro forma): 163,950.46 million, representing a 36.95% increase [2]. - Net profit before the transaction: 147.11 million; after the transaction (pro forma): 2,075.68 million, representing a 1,310.96% increase [2]. - Basic earnings per share before the transaction: -0.01; after the transaction (pro forma): 0.01, representing a 200.00% increase [2]. Measures to Mitigate Dilution - The company will enhance operational management and internal controls to improve efficiency [3]. - Effective integration of the target company will be pursued to leverage synergies and enhance profitability [3]. - The company will refine its profit distribution policy to strengthen investor return mechanisms [3]. Commitments from Stakeholders - The controlling shareholder and actual controller have made irrevocable commitments to ensure the fulfillment of measures to compensate for potential dilution of returns [4]. - The board of directors and senior management have also committed to ensuring the execution of these measures [4]. Independent Financial Advisor's Opinion - The independent financial advisor believes that the company's analysis regarding the potential dilution of immediate returns is reasonable and that the proposed measures to mitigate this dilution comply with relevant regulations aimed at protecting the rights of minority investors [5][6][7].