(一)前次募集资金结余情况 登录新浪财经APP 搜索【信披】查看更多考评等级 ■ 八、前次募集资金结余及节余募集资金使用情况 1.截止2025年6月30日，蒲江县域污水处理厂及配套管网建设工程项目结余金额5,144.55万元； 2.截止2025年6月30日，雅安市大兴污水处理厂二期工程项目结余金额232.56万元； 3.截止2025年6月30日，翠屏区象鼻镇污水处理厂及配套管网项目（一期）结余金额19.47万元； 4.截止2025年6月30日，购买四川上实生态环境有限责任公司70%股权项目结余金额0万元； 5.截止2025年6月30日，补充流动资金结余金额19.78万元。 (二)节余募集资金使用情况 本公司前次募集资金投资项目之"翠屏区象鼻镇污水处理厂及配套管网项目（一期）"计划投资总额 12,759.60万元，因该项目被纳入国家发改委重点流域水环境综合治理项目，本项目实施主体翠屏海天收 到项目专项资金8,426.10万元。根据2022年3月本公司、翠屏海天与宜宾市翠屏区工业园区管理委员会签 署的特许经营补充协议，以象鼻项目争取到的各级专项资金，由政府方拨付给翠屏海天用于项目建设， 工程竣工后经政府审计后的投 ...

Core Viewpoint - The company is issuing shares to specific investors, which will dilute immediate returns, and it has proposed measures to compensate for this dilution while ensuring the commitment of relevant parties to fulfill these measures [1][4]. Financial Impact Analysis - The company has analyzed the impact of the share issuance on key financial metrics under different profit scenarios, including a 20% increase, no change, and a 20% decrease in net profit compared to the previous year [2][3]. - The total number of shares post-issuance will be approximately 14,605,444 shares, with a total fundraising amount of 285 million yuan [2]. - Under the scenario of a 20% increase in net profit, the basic earnings per share (EPS) would rise to 1.02 yuan, while the weighted average return on equity (ROE) would be 5.99% [3]. Measures to Compensate for Dilution - The company plans to implement several measures to enhance operational performance and mitigate the dilution of immediate returns, including strict management of fundraising, improving efficiency, and expanding market reach [9][10][11]. - The company will adhere to a cash dividend policy to optimize the investment return mechanism, ensuring that shareholder returns are maintained [11]. Commitment from Management - The company's board and senior management have made commitments to ensure the effective implementation of the measures to compensate for the dilution of immediate returns, including not engaging in unfair practices that could harm the company's interests [12][13].

中成进出口股份有限公司董事会 关于本次交易摊薄即期回报情况及填补措施的说明 中成进出口股份有限公司（以下简称"公司"、"上市公司"）拟 发行股份购买中国技术进出口集团有限公司持有的中技江苏清洁能 源有限公司（以下简称"标的公司" ）100%股权并同步募集配套资金 （以下简称"本次交易" ）。 根据《国务院办公厅关于进一步加强资本市场中小投资者合法权 益保护工作的意见》（国办发[2013]110 号）、《国务院关于进一步促 进资本市场健康发展的若干意见》 （国发[2014]17 号）和《关于首发 及再融资、重大资产重组摊薄即期回报有关事项的指导意见》（中国 证券监督管理委员会公告[2015]31 号）等有关法律法规和规范性文 件的要求，公司就本次交易对即期回报摊薄的影响进行了认真、审慎、 客观的分析，说明如下： 一、本次交易摊薄即期回报情况 根据上市公司财务报告及中审众环出具的《备考审阅报告》，本 次交易前后上市公司归属于母公司股东净利润及基本每股收益情况 如下： | 项目 | 交易前 | 交易后 | 交易前 | | 交易后 | | --- | --- | --- | --- | --- | --- | | | ...

Core Viewpoint - The company plans to issue A-shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution and commitments from relevant parties to ensure these measures are implemented [1][8]. Financial Impact of the Share Issuance - The issuance will increase the total share capital from 137,514,200 shares to 178,768,460 shares [2]. - The company analyzed three scenarios for the net profit attributable to shareholders after excluding non-recurring gains and losses for 2026, assuming it remains the same as 2025 or varies by ±10% [1][2]. Necessity and Reasonableness of the Fundraising - The total amount to be raised is not more than 640 million yuan, which will be used for a project to produce 135,000 tons of DTY yarn and 120,000 tons of high-performance leather base fabric [4][5]. - The project aims to upgrade existing production capacity and extend the industrial chain, enhancing market competitiveness and meeting production needs [6]. Project Relationship with Existing Business - The fundraising project is based on the company's current main business and aims to solve production bottlenecks while leveraging brand advantages to increase market share [6]. - The project will shift from external procurement of DTY yarn to internal production, improving product quality stability and delivery times [6]. Human Resources, Technology, and Market Preparedness - The company has experienced personnel and advanced production equipment to ensure project success, with management staff having over ten years of experience in the industry [7]. - The company holds 99 patents related to DTY yarn and fabric production, ensuring a solid technological foundation for the project [7]. - Approximately 70% of the DTY yarn production capacity will be internally consumed, enhancing product quality and reducing costs, thus improving market competitiveness [7]. Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the supervision of raised funds to ensure they are used legally and effectively [9]. - It will accelerate the construction of the investment project to enhance profitability and shareholder returns [9]. - The company has established a profit distribution policy to protect investor rights and has committed to maintaining and optimizing this policy [10]. Commitments from Key Stakeholders - The controlling shareholder and management have made commitments to ensure the implementation of measures to compensate for the dilution of immediate returns [11]. - These commitments include not interfering with company management and ensuring compliance with regulatory requirements [11]. Approval Process for Measures and Commitments - The board of directors has approved the analysis of the dilution of immediate returns and the related compensation measures during board meetings and shareholder meetings [11].

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 dilution [1][2][7]. Group 1: Impact on Financial Indicators - The issuance of convertible bonds will affect key financial metrics, with scenarios analyzed for both full conversion and no conversion by December 31, 2026 [3][4]. - If the bonds are fully converted, the total share capital will increase to 19,048.55 million shares, with a projected net profit of 1,904.41 million yuan [3][4]. - The basic earnings per share (EPS) and diluted EPS are expected to decrease under various profit growth scenarios, with the diluted EPS potentially dropping to 0.13 yuan if profits remain flat [5][6]. Group 2: Necessity and Feasibility of Fundraising - The fundraising project aligns with the company's strategic development and market demand, enhancing its competitive edge and long-term profitability [8][9]. - The company has a strong technical foundation in the power supply industry, which supports the feasibility of the proposed projects [10][11]. Group 3: Measures to Mitigate Dilution - The company will implement measures to enhance the efficiency of fund management and usage, aiming to improve profitability and maintain a stable profit distribution policy [12][13]. - A dedicated management system for the raised funds will be established to ensure compliance and effective use [14]. Group 4: Commitments from Management - The company's board and senior management have made commitments to ensure the effectiveness of the measures to mitigate dilution and protect shareholder interests [15][16].

Core Viewpoint - The company is issuing A-shares to specific investors, which will dilute immediate returns but aims to enhance long-term growth and financial stability through strategic investments in key projects [1][5][10]. Financial Impact - The total amount raised from the issuance is approximately 5.91 billion yuan, which will be used for specific projects [2][5]. - The issuance will increase the total share capital from 5,583,147,471 shares to 7,258,091,712 shares [3]. - The basic earnings per share (EPS) before the issuance is 0.1138 yuan, which is projected to decrease to 0.0876 yuan post-issuance under a scenario where 2025 profits remain flat compared to 2024 [3][4]. Use of Proceeds - 70% of the raised funds will be allocated to the Iraq Basra seawater pipeline project and the UAE Abu Dhabi gas pipeline project, while 30% will be used to supplement working capital [9][11]. - The projects are aligned with the company's core business and national industrial policies, expected to enhance service capabilities and profitability [9][11]. Strategic Importance - The projects are crucial for developing oil and gas resources in Iraq and the UAE, which are rich in reserves but face challenges in infrastructure and technology [7][8]. - The company aims to strengthen its international competitiveness and expand its market presence through these investments [7][8]. Risk Mitigation Measures - The company has established a management plan for the raised funds to ensure compliance and effective use [14]. - It will adhere to a profit distribution policy to protect investor returns and mitigate the dilution of immediate returns [15]. Commitment to Investors - The board and senior management have committed to ensuring the effectiveness of the measures to mitigate the dilution of immediate returns [16].

Core Viewpoint - The company is issuing A-shares to specific investors through a simplified procedure, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [1][6][10]. Financial Impact Analysis - The total share capital before the issuance is 48,771.84 million shares, which will increase to 52,180.93 million shares post-issuance, with an issuance of 3,409.09 million shares [4]. - Three scenarios for net profit are considered: 1. Maintaining 2024 levels at 1,558.00 million yuan 2. Increasing by 20% to 1,869.60 million yuan 3. Decreasing by 20% to 1,246.40 million yuan [5][6]. - Basic earnings per share (EPS) under these scenarios are projected to be: - Scenario 1: 0.0317 yuan - Scenario 2: 0.0382 yuan - Scenario 3: 0.0252 yuan [5]. Necessity and Rationality of the Issuance - The issuance aligns with industry trends and the company's future development plans, aiming to optimize capital structure and enhance financial strength [6][10]. - The funds raised will support the company's existing business in packaging equipment, ensuring consistency with current operations and market strategies [7][9]. Project Implementation and Market Position - The company has a strong foundation in personnel, technology, and market resources, which will facilitate the successful implementation of the fundraising projects [8]. - The planned investment will focus on food packaging equipment, which is in high demand due to increasing safety and automation requirements in the food industry [9]. Measures to Mitigate Dilution of Immediate Returns - The company will enhance its core business and profitability to reduce the risk of diluted immediate returns [10]. - It will actively manage the investment projects to ensure they meet expected returns and comply with regulatory requirements for fund management [10][12]. Commitments from Management - The company's board and senior management have made commitments to ensure the effectiveness of the measures to compensate for the dilution of immediate returns [13][15]. - These commitments include not misusing company assets and ensuring that their compensation is linked to the execution of the return measures [14][16].

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]

Core Viewpoint - Tianyu Biotechnology Co., Ltd. is issuing A-shares to specific investors, which will dilute immediate returns and affect key financial metrics, but the company has outlined measures to mitigate this impact [1][2][8]. Financial Impact Analysis - The issuance will increase the total share capital from 29,014.62 million shares to 36,117.45 million shares [5]. - The net profit attributable to shareholders, excluding non-recurring gains and losses, is projected to be -113.14 million yuan for 2024, with three scenarios for 2025: flat, 10% growth, and 20% growth [2][6]. - Under the flat scenario, basic and diluted earnings per share (EPS) will remain at -0.37 yuan, while under the 10% growth scenario, EPS will improve to -0.33 yuan [6]. - In the 20% growth scenario, EPS is projected to reach -0.30 yuan [6]. Necessity and Feasibility of the Issuance - The funds raised will be used to enhance liquidity and repay debts, improving the company's financial structure and risk resilience [8]. - The issuance aligns with the company's long-term development goals and shareholder interests [8]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance governance structures to protect shareholder rights and ensure effective decision-making [9]. - It will implement strict management of raised funds to ensure efficient use and compliance with regulations [9]. - A profit distribution system will be established to ensure reasonable returns to shareholders, with a three-year shareholder return plan from 2025 to 2027 [11]. Commitments from Company Leadership - The actual controller and senior management have made commitments to ensure the effectiveness of measures to mitigate the dilution of immediate returns [12][12].

Core Viewpoint - The company, Suzhou Kema Materials Technology Co., Ltd., is issuing convertible bonds to unspecified objects, which may dilute immediate returns, and has proposed measures to compensate for this dilution [1][2][4]. Financial Impact Analysis - The issuance of convertible bonds will affect the company's key financial indicators, with scenarios analyzed based on different assumptions of net profit growth for 2025 and 2026 [2][3]. - Under the assumption of no growth in net profit, the diluted earnings per share (EPS) would decrease from 0.81 to 0.71 [3]. - If net profit increases by 10%, the diluted EPS would improve to 0.86, while a 20% increase would raise it to 1.03 [3]. Necessity and Reasonableness of the Issuance - The issuance of convertible bonds is deemed necessary and reasonable as it supports the company's product structure upgrade and enhances core competitiveness, aligning with the interests of the company and its shareholders [4][5]. Relationship with Existing Business - The funds raised will be used for projects related to the company's main business of advanced ceramic materials and semiconductor equipment surface treatment, which aligns with national industrial policies [5]. Measures to Compensate for Dilution - The company plans to implement strict management of the raised funds, enhance core business operations, and improve internal controls to mitigate the risk of diluted immediate returns [5][6]. - The company will also accelerate the construction of funded projects to ensure timely realization of expected benefits [8]. Commitments from Key Stakeholders - The company's board members and senior management have committed to ensuring the effectiveness of the measures to compensate for the dilution of immediate returns [10][11].