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征和工业: 关于2025年度向特定对象发行A股股票摊薄即期股东回报、填补措施及相关主体承诺的公告

Core Viewpoint - The company plans to issue A-shares to specific investors in 2025, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [2][11][14]. Financial Impact Analysis - The company will issue up to 30% of its total shares prior to the issuance, equating to a maximum of 24,525,000 shares based on a total share count of 81,750,000 as of June 30, 2025 [3]. - The projected net profit attributable to shareholders after non-recurring gains and losses is estimated at 63.29 million yuan for 2025, with various scenarios predicting a 10% increase or decrease in net profit for 2026 [4][6]. - The basic earnings per share (EPS) may decrease from 1.86 yuan to 1.73 yuan post-issuance under the scenario where 2026 profits remain stable [6]. Issuance Necessity and Reasonableness - The funds raised will be allocated to projects including agricultural machinery component expansion, garden tool chain systems, and integrated R&D for micro-chain systems, which align with the company's existing business [9][11]. - The agricultural machinery component expansion project is closely related to the company's current product offerings, ensuring a high degree of business relevance [9]. Company Capabilities and Market Position - The company has a strong technical workforce, with 390 technical personnel representing 16.16% of total employees, and has established several innovation platforms to attract talent [10]. - The company has a comprehensive distribution network in domestic markets and is expanding into third- and fourth-tier cities, while also promoting products in international markets including Asia, Latin America, and Africa [10]. Measures to Mitigate Dilution of Immediate Returns - The company will enhance the management of raised funds to ensure they are used effectively for the intended projects, with regular checks on fund usage [11]. - The company aims to strengthen its core business and improve profitability through the projects funded by the issuance, thereby reducing the risk of immediate return dilution [11]. - The company will adhere to strict governance practices to protect shareholder rights and ensure effective decision-making [12].