南亚新材料科技股份有限公司2025年度向特定对象发行A股股票摊薄即期 回报与填补措施及相关主体承诺的公告

Core Viewpoint - The company, Nanya New Materials Technology Co., Ltd., is planning to issue A-shares to specific investors in 2025, which may dilute immediate returns for existing shareholders. The company has analyzed the impact of this dilution and proposed measures to compensate for it, ensuring commitments from relevant parties to fulfill these measures [1][11]. Financial Impact Analysis - The company assumes that the issuance will be completed by the end of September 2026, with a total fundraising amount of RMB 900 million, and an assumed issue price of RMB 56.26 per share, resulting in an increase in total shares from 234,771,002 to 250,768,158 [2][4]. - The net profit attributable to shareholders for the first nine months of 2025 is reported at RMB 158.1 million, with a projected annualized net profit based on this figure [2][4]. - Different scenarios for the company's net profit in 2026 are considered, including scenarios where it remains flat, increases by 10%, or decreases by 10% [2][4]. Measures to Mitigate Dilution - The company plans to implement strict management of the raised funds to ensure effective use and mitigate the risk of diluted returns [5][6]. - Accelerating the implementation of investment projects funded by the raised capital is a priority to achieve expected returns sooner and reduce the dilution impact [7]. - The company aims to enhance its governance structure to ensure shareholder rights are protected and to facilitate effective decision-making [8]. Profit Distribution Policy - A three-year dividend return plan (2025-2027) has been established to ensure stable returns for investors, aligning with regulatory requirements [10][76]. - The company commits to adhering to cash dividend policies and ensuring that profit distribution conditions are met to protect investor interests [10][76]. Commitments from Management - The board and senior management have made commitments to ensure that measures to compensate for diluted returns are effectively implemented, including restrictions on personal benefits and linking compensation to the execution of these measures [11][12].