Core Viewpoint - The company plans to issue shares to specific investors in 2025, which will dilute immediate returns but aims to enhance its financial position and competitiveness through strategic investments [1][5]. Financial Impact Analysis - The total share capital before the issuance is 264,264,000 shares, which will increase to 283,002,029 shares post-issuance [2]. - The estimated total funds raised from this issuance will not exceed 129.38 million yuan [2]. - Under three different profit scenarios for 2025 compared to 2024, the projected net profit for the parent company ranges from -99.47 million yuan to -119.37 million yuan [4][6]. Necessity and Feasibility of the Issuance - The funds raised will be used for projects that align with the company's core business and national industrial policies, enhancing its market position and profitability [5][6]. - The company is expanding its business model to include semiconductor storage alongside its existing environmental construction services [6]. Relationship with Existing Business - The raised funds will support projects such as embedded storage chip expansion and SSD upgrades, which are closely related to the company's current operations [6][7]. - The company has a strong R&D team with over ten years of industry experience, ensuring the capability to execute these projects effectively [6][7]. Measures to Mitigate Dilution of Immediate Returns - The company will implement measures such as improving governance, managing funds effectively, and enhancing operational efficiency to mitigate the impact of share dilution on immediate returns [8][10]. - A commitment to a stable profit distribution policy will be established to ensure ongoing returns to investors [10]. Commitments from Key Stakeholders - The controlling shareholders and management have made commitments to uphold the measures for compensating the dilution of immediate returns, ensuring no interference in company operations [11][12].

Core Viewpoint - The transaction involving Jiaozuo Wanfang Aluminum Industry Co., Ltd. aims to acquire Cayman Aluminum (Sanmenxia) Co., Ltd., which will enhance the company's upstream aluminum industry layout and create a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [1][2]. Group 1: Measures to Mitigate Immediate Return Dilution - The company anticipates that the transaction will not dilute immediate returns post-completion, but acknowledges potential risks if the target company's profitability does not meet expectations or is affected by macroeconomic conditions [1][2]. - To protect investor interests and mitigate the risk of immediate return dilution, the company plans to implement specific measures, including enhancing corporate governance and internal control systems [2][3]. Group 2: Commitments from Major Stakeholders - The largest shareholder and actual controller, along with all directors and senior management, have issued commitments to not interfere with the company's management and to fulfill performance commitments related to the transaction [3][4]. - These commitments are designed to ensure that the measures to mitigate return dilution are effectively executed and align with regulatory requirements [4]. Group 3: Independent Financial Advisor's Opinion - The independent financial advisor has reviewed the company's analysis regarding the potential dilution of immediate returns and considers the proposed measures reasonable and compliant with relevant regulations aimed at protecting minority investors [4].

Core Viewpoint - The announcement discusses the impact of issuing A-shares to specific investors on the company's immediate returns and outlines measures to mitigate the dilution effect on shareholders [1][4]. Financial Impact of the Issuance - The total number of shares before the issuance is 19,440,770, and after the issuance, it will increase to 22,440,770 [2][4]. - The total amount raised from the issuance is estimated at 326.1 million yuan [2]. - Under three scenarios for 2025 net profit (flat, 20% increase, and 20% decrease compared to 2024), the basic and diluted earnings per share (EPS) are projected to decrease from 0.55 yuan to 0.52 yuan in the flat scenario [3][4]. Necessity and Rationality of the Issuance - The issuance aligns with industry trends and the company's future development plans, enhancing financial strength and profitability [5]. - It aims to optimize the capital structure and strengthen the company's position in the industry [5]. Relationship of Fundraising Projects to Existing Business - The funds raised will be used to supplement working capital without changing the company's main business [6]. - This will improve asset scale and operational capacity while reducing the debt ratio [6]. Measures to Mitigate Dilution of Immediate Returns - The company will implement strict management of the raised funds to ensure they are used legally and effectively [7]. - It will enhance operational management and internal controls to improve efficiency and profitability [7]. - A stable profit distribution policy will be established to strengthen investor return mechanisms [7]. Commitments from Major Stakeholders - The controlling shareholders and management have committed to not interfere with company operations and to uphold shareholder interests [8][9]. - They will ensure compliance with regulations regarding return measures and are willing to compensate for any losses incurred due to breaches of these commitments [9][10].

Core Viewpoint - The company plans to issue A-shares to specific investors in 2025, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [2][11][14]. Financial Impact Analysis - The company will issue up to 30% of its total shares prior to the issuance, equating to a maximum of 24,525,000 shares based on a total share count of 81,750,000 as of June 30, 2025 [3]. - The projected net profit attributable to shareholders after non-recurring gains and losses is estimated at 63.29 million yuan for 2025, with various scenarios predicting a 10% increase or decrease in net profit for 2026 [4][6]. - The basic earnings per share (EPS) may decrease from 1.86 yuan to 1.73 yuan post-issuance under the scenario where 2026 profits remain stable [6]. Issuance Necessity and Reasonableness - The funds raised will be allocated to projects including agricultural machinery component expansion, garden tool chain systems, and integrated R&D for micro-chain systems, which align with the company's existing business [9][11]. - The agricultural machinery component expansion project is closely related to the company's current product offerings, ensuring a high degree of business relevance [9]. Company Capabilities and Market Position - The company has a strong technical workforce, with 390 technical personnel representing 16.16% of total employees, and has established several innovation platforms to attract talent [10]. - The company has a comprehensive distribution network in domestic markets and is expanding into third- and fourth-tier cities, while also promoting products in international markets including Asia, Latin America, and Africa [10]. Measures to Mitigate Dilution of Immediate Returns - The company will enhance the management of raised funds to ensure they are used effectively for the intended projects, with regular checks on fund usage [11]. - The company aims to strengthen its core business and improve profitability through the projects funded by the issuance, thereby reducing the risk of immediate return dilution [11]. - The company will adhere to strict governance practices to protect shareholder rights and ensure effective decision-making [12].

Core Viewpoint - The announcement details the impact of the issuance of A-shares on the immediate returns of the company and outlines measures to mitigate the dilution effect on shareholders [1][3]. Group 1: Impact of A-Share Issuance - The company plans to issue 100,000,000 A-shares, raising a total of 400,000 million yuan, which will dilute immediate returns [2][3]. - The analysis considers three scenarios for net profit in 2025: a 20% increase, no change, and a 20% decrease compared to 2024 [2][3]. - The basic earnings per share (EPS) under these scenarios are projected to be 0.2908, 0.2423, and 0.1938 respectively, indicating a potential decline in EPS due to the share issuance [3]. Group 2: Necessity and Reasonableness of the Issuance - The funds raised will be used for projects aligned with the company's main business, enhancing its technological advancement and market competitiveness [4][5]. - The issuance is deemed necessary to strengthen the company's capital structure and improve its risk resistance, ultimately aiming to enhance profitability [4][5]. Group 3: Measures to Mitigate Dilution - The company will implement strict management of the raised funds to ensure compliance and effective use, thereby minimizing risks associated with fund usage [6][5]. - There will be an emphasis on accelerating project construction funded by the issuance to improve profitability and reduce the dilution effect [6]. - The company has established a profit distribution policy to ensure stable returns to investors, including a three-year shareholder return plan [6][7]. Group 4: Commitments from Relevant Parties - The board of directors and senior management have committed to ensuring the effectiveness of the measures to mitigate dilution [8][9]. - The actual controller of the company has also made commitments regarding the protection of investor interests and adherence to regulatory requirements [9].

Core Viewpoint - Hebei Construction Investment Energy Co., Ltd. is issuing shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution [1][2][3] Financial Impact Analysis - The maximum number of shares to be issued is 231,141,279, with total fundraising not exceeding RMB 2 billion [2] - The company's net profit for 2025 is estimated at RMB 879.84 million, with projections for 2026 showing potential growth scenarios of 20%, flat, or a decrease of 20% [2][3] - The total share capital before the issuance is 180,929.94 million shares, which will increase to 204,044.07 million shares post-issuance [3][4] Earnings Per Share (EPS) Projections - Under different scenarios for 2026, the diluted EPS is projected to be affected as follows: - Scenario 1 (20% growth): Basic EPS increases from 0.9915 to 1.1898 [4] - Scenario 2 (flat): Basic EPS remains at 0.9915 [4] - Scenario 3 (20% decrease): Basic EPS drops to 0.7932 [4] Business Operations and Strategy - The company focuses on efficient and clean coal-fired power generation and centralized heating, primarily operating in Hebei, Inner Mongolia, and Shanxi [5] - The fundraising projects are closely related to the company's existing business and align with national industrial policies [5] - The company has a strong management team with capabilities in market development and operational management [5][6] Technological and Market Readiness - The company has over 90% of its units as high-capacity, low-energy consumption cogeneration units, ensuring clean energy production [6] - The company has a robust technological foundation and has achieved significant innovation, with 19 subsidiaries certified as high-tech enterprises and 80 patents obtained in 2024 [6] Measures to Compensate for Dilution - The company plans to enhance profitability and improve capital structure post-fundraising, aiming to minimize the impact on shareholder returns [7][8] - Measures include effective management of raised funds, timely project completion, and adherence to profit distribution policies [7][9][10] Commitments from Management - The controlling shareholder and management have committed to ensuring the execution of measures to mitigate the dilution of immediate returns [10][11] - The board has approved the measures and will present them for shareholder voting [11][12]

梦网云科技集团股份有限公司董事会 关于本次交易摊薄即期回报情况及采取填补措施的说明（修订稿） 梦网云科技集团股份有限公司（以下简称"公司"或"上市公司"）拟发行股份及 支付现金购买杭州碧橙数字技术股份有限公司（以下简称"标的公司"）全部股份并募 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 （国办发〔2013〕110 号）、 （二）有效整合标的公司，充分发挥协同效应 见》 《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》（证监会公告〔2015〕31 号）等规定的要求，为保障中小投资者利益， 公司就本次交易对即期回报摊薄的影响进行了分析并提出了具体的填补回报措施，相 关主体对公司填补回报措施能够得到切实履行做出了承诺。具体内容如下： 一、本次交易对公司当期每股收益的影响 根据公司 2023 年、2024 年、2025 年 1-5 月财务报表及中喜会计师事务所（特殊 普通合伙）出具的《备考审阅报告》，本次交易前后上市公司的主要财务指标如下： 单位：万元 ...

Core Viewpoint - Fujian Wancheng Biotechnology Group Co., Ltd. plans to acquire a 49% stake in Nanjing Wanyou Commercial Management Co., Ltd. through cash payment, constituting a major asset restructuring and related party transaction [1] Group 1: Transaction Details - The transaction is expected to increase the company's net profit from 358.58 million yuan to 415.52 million yuan post-transaction, and basic earnings per share from 1.99 yuan to 2.31 yuan [1] - The independent financial advisor, Huaxing Securities, has assessed the potential dilution of immediate returns and proposed measures to mitigate this risk [1][5] Group 2: Measures to Address Dilution - The company will enhance the biological conversion rate of edible fungi cultivation by optimizing processes and improving breeding formulas [2] - The company aims to focus on high-quality development in the bulk snack business, leveraging market influence to improve operational efficiency and profitability [2] - The company will adhere to relevant laws and regulations to optimize governance structures and strengthen internal controls, ensuring the protection of minority shareholders' rights [2] Group 3: Commitments from Stakeholders - The controlling shareholder and actual controller have committed not to interfere with the company's management and to protect its interests [4] - The board of directors and senior management have pledged to diligently fulfill their responsibilities and ensure that their compensation is linked to the execution of measures to mitigate return dilution [4][5] Group 4: Independent Financial Advisor's Opinion - The independent financial advisor believes that the analysis of potential dilution of immediate returns is reasonable and that the measures in place will protect the rights of all shareholders, particularly minority investors [5]

兴业证券股份有限公司 关于江苏综艺股份有限公司本次交易摊薄即期回报情况 及填补措施之专项核查意见 江苏综艺股份有限公司（以下简称"公司"或"上市公司"）拟通过现金 增资以及表决权委托方式取得江苏吉莱微电子股份有限公司（以下简称""吉 莱微"或"标的公司"）控制权（以下简称"本次交易"）。根据《上市公司 重大资产重组管理办法》相关规定，本次交易构成重大资产重组。 兴业证券股份有限公司（以下简称"独立财务顾问"）作为上市公司本次 交易的独立财务顾问，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）和中国证券监督管理委 员会（以下简称中国证监会）《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》（证监会公告[2015]31号）等有关规定，就本次交易 对上市公司即期回报的影响情况、采取的填补措施及承诺事项进行了核查，本 次核查的相关情况如下： 一、本次交易对公司主要财务指标的影响 根据立信会计师事务所（特殊普通合伙）出具的《备考审阅报告》，本次 交易对公司主要财务指 ...

五矿证券有限公司关于深圳市致尚科技股份有限公司 发行股份及支付现金购买资产暨关联交易 摊薄即期回报及填补措施与相关承诺的专项核查意见 深圳市致尚科技股份有限公司（ 以下简称（ 上市公司"）拟通过发行股份及 支付现金的方式向深圳市海纳天勤投资有限公司、深圳市中博文投资有限公司、 深圳市法兰克奇投资有限公司、深圳市恒永诚投资合伙企业（ 有限合伙）、深圳 市恒永信企业管理合伙企业（ 有限合伙）及其他 44 名股东（ 以下简称"交易对方"） 购买其合计持有的深圳市恒扬数据股份有限公司（ 以下简称（ 恒扬数据"、（ 标 的公司"）99.8555%股权 以下简称 本次重组"、 本次交易"）。 五矿证券有限公司作为本次交易的独立财务顾问，根据（ 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）、 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）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》 证监会公告[2015]31 号）等相关规定的要求，就本次交易对摊薄即期回报情况 的核查情况说明如下： 一、本次交易完成后上市公司不 ...