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圣泉集团: 圣泉集团 关于向不特定对象发行可转换公司债券摊薄即期回报及填补措施和相关主体承诺的公告

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns, and has proposed specific measures to mitigate this impact while ensuring the protection of minority shareholders' interests [1][4][12]. Financial Impact Analysis - The company has analyzed the impact of the convertible bond issuance on its key financial indicators under various assumptions regarding net profit growth for 2025 and 2026, including scenarios where net profit remains flat, grows by 10%, or grows by 20% [2][3]. - Under the assumption of flat net profit, the diluted earnings per share (EPS) for 2026 would be 0.90 yuan per share, compared to 0.98 yuan per share before the bond issuance [2][3]. - If net profit grows by 10%, the diluted EPS could increase to 1.08 yuan per share in 2026, while a 20% growth scenario could lead to a diluted EPS of 1.29 yuan per share [2][3]. Use of Proceeds - The total investment for the projects funded by the bond issuance is estimated at 300,051.78 million yuan, with the company planning to raise up to 250,000.00 million yuan through this issuance [4][5]. - The projects are aligned with the company's core business in chemical new materials and biomass new materials, particularly in the production of phenolic resins and furan resins, which are leading products in the domestic and global markets [4][5]. Project Implementation and Market Position - The company aims to enhance its production capacity and optimize processes through the "Green New Energy Battery Material Industrialization Project," which is expected to meet the growing demand for high-energy-density batteries in consumer electronics and power batteries [6][9]. - The company has established a strong technical and research team, with over 800 effective patents, to support the successful implementation of the funded projects [8][9]. Measures to Mitigate Dilution - The company has committed to improving the management of raised funds and ensuring their effective use to enhance shareholder returns and mitigate the dilution of immediate returns [10][11]. - A stable profit distribution policy will be maintained to provide reasonable returns to shareholders, particularly minority shareholders, following the bond issuance [11][12]. Commitments from Management - The board of directors and senior management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns, including adherence to legal and regulatory requirements [12][13].