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上海创力集团股份有限公司关于向特定对象发行A股股票摊薄即期回报、采取填补措施及相关主体承诺(修订稿)的公告

Core Viewpoint - Shanghai Chuangli Group Co., Ltd. plans to issue A-shares to specific investors, which may dilute immediate returns and the company has outlined measures to mitigate this impact [1][2][3] Financial Impact Analysis - The company has conducted a thorough analysis of the impact of the share issuance on key financial metrics, assuming no significant adverse changes in the macroeconomic environment or company operations [2] - The total number of shares to be issued is 48,469,387, with a total fundraising amount of 190 million yuan [2][4] - The company assumes that net profit for 2025 will remain the same as in 2024, while for 2026, it may decrease by 10%, remain unchanged, or increase by 10% [2][4] Dilution of Immediate Returns - The issuance is expected to increase the company's total share capital and net assets, but may lead to a decrease in earnings per share and return on equity due to the time required for the raised funds to generate returns [4][5] Measures to Mitigate Dilution - The company plans to enhance operational efficiency and reduce costs to improve profitability and fill the gap created by the dilution of immediate returns [9][10] - Specific measures include effective management of raised funds and continuous improvement of corporate governance to ensure sustainable development [12][13] Related Transactions - The company will issue shares to Quan Yi (Hangzhou) Technology Co., Ltd., which is controlled by the company's actual controller, constituting a related party transaction [21][22] - The issuance price is set at 3.92 yuan per share, adjusted from the previous price of 4.02 yuan due to the company's annual equity distribution [33][46] Approval Process - The board of directors has approved the issuance plan and related agreements, with independent directors confirming that the transaction complies with legal and regulatory requirements [30][31][52]