紫光股份有限公司关于2026年度向特定对象发行A股股票摊薄即期回报、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 2026, aiming to raise funds for acquiring a 6.98% stake in Xinhua San, purchasing R&D equipment, and repaying bank loans, which is expected to enhance its financial structure and profitability in the long term [2][8][21]. Financial Impact - The issuance will involve up to 4.3 billion shares, representing 15.04% of the pre-issue total share capital, leading to an increase in total shares outstanding [2][4]. - The total funds raised are projected to be up to 55.7 billion yuan, which will be allocated for the acquisition, R&D equipment, and loan repayment [4][61]. - The company anticipates that the acquisition will improve net profit attributable to shareholders, although there may be short-term dilution of earnings per share due to increased share count and related costs [2][5][21]. Project Necessity and Feasibility - The acquisition of Xinhua San is deemed necessary to enhance control and profitability, as the company already holds 81% of Xinhua San and aims to solidify its financial position [8][14]. - The ICT industry is projected to grow significantly, with China's digital economy expected to reach 49 trillion yuan by 2025, indicating a favorable environment for the company's strategic investments [9][10]. - The company has established a robust governance structure and internal controls to ensure compliance and effective management of the raised funds [12][22]. Competitive Advantage - Xinhua San holds a strong market position, ranking second in the overall ICT market and leading in several product segments, which supports the rationale for the acquisition [13]. - The company has a solid R&D foundation, with over 16,000 patents, primarily in innovative technologies, enhancing its competitive edge in the ICT sector [13][19]. Measures to Mitigate Dilution - The company will implement strict management of the raised funds to ensure compliance and effective use, aiming to minimize the impact of share dilution on immediate shareholder returns [28][29]. - Continuous improvement of corporate governance and management practices will be prioritized to protect shareholder interests [30][31].