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三联锻造: 关于向不特定对象发行可转换公司债券摊薄即期回报、采取填补措施及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 for existing shareholders, and has proposed measures to mitigate this impact [1][2][3] Group 1: Financial Impact Analysis - The issuance of convertible bonds is expected to dilute immediate returns based on various assumptions regarding the conversion of bonds into shares by June 30, 2026, and December 31, 2026 [2][4] - If all bonds are converted by June 30, 2026, the total share capital will increase to 252,432,226 shares, while if none are converted, it will remain at 222,185,600 shares [2][4] - The company has provided projections for net profit per share under different growth scenarios (0%, 10%, and 20% increases) for 2025 and 2026, indicating potential impacts on earnings per share [3][5] Group 2: Fundraising and Project Allocation - The total amount to be raised from the bond issuance is capped at 79,000 million yuan, with a net amount of up to 65,000 million yuan after deducting issuance costs [8][10] - The funds will be allocated to projects related to the company's existing business, including precision forging and automotive lightweight components [10][11] Group 3: Measures to Mitigate Dilution - The company has committed to implementing specific measures to ensure effective use of the raised funds and to mitigate the dilution of immediate returns for shareholders [15][16] - A detailed management system for the raised funds has been established, ensuring compliance with relevant laws and regulations [16][17] Group 4: Commitment from Management - The company's board of directors and senior management have made commitments to ensure the fulfillment of measures aimed at compensating for the dilution of immediate returns [18] - The controlling shareholders and actual controllers have also pledged not to interfere with the company's management and to uphold the interests of shareholders [18]