东睦股份: 中国国际金融股份有限公司关于本次交易摊薄即期回报影响及公司采取措施的核查意见

Core Viewpoint - The transaction involves issuing shares and cash to acquire assets and raise supporting funds, with the aim of increasing the company's stake in Shanghai Fuchi from 64.25% to 99% [2][3]. Group 1: Transaction Overview - The transaction consists of two parts: issuing shares and paying cash to purchase assets, and raising supporting funds, which is contingent on the successful implementation of the asset purchase [2]. - The company plans to acquire a total of 34.75% equity in Shanghai Fuchi from five counterparties [2]. Group 2: Financial Impact - According to the preliminary review report by Tianjian Accounting Firm, the transaction is expected to maintain stable operating revenue and net profit, with an increase in net profit attributable to shareholders and earnings per share [5][6]. - The financial indicators before and after the transaction show minimal changes, indicating stability in revenue and profit margins [4][5]. Group 3: Measures to Mitigate Dilution Risk - The company has established a comprehensive internal control management system to ensure orderly operations and will continue to optimize management processes post-transaction [6][7]. - The company has committed to a sustainable and stable profit distribution policy to protect shareholder interests and enhance investor returns [8]. Group 4: Commitments from Major Stakeholders - Major shareholders, directors, and senior management have made commitments to avoid actions that could dilute immediate returns and to uphold the company's interests [9][10]. - These commitments include adherence to regulatory requirements and a promise to take responsibility for any losses incurred due to non-compliance [10][11]. Group 5: Independent Financial Advisor's Opinion - The independent financial advisor concludes that the transaction does not pose a risk of immediate return dilution, and the measures taken by the company align with regulatory guidelines aimed at protecting minority investors [11][12].