即期回报摊薄

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东方钽业: 宁夏东方钽业股份有限公司关于向特定对象发行股票摊薄即期回报及采取填补措施和相关主体承诺的公告(修订稿)
Zheng Quan Zhi Xing· 2025-08-26 16:14
关于向特定对象发行股票摊薄即期回报及采取填补措施和 相关主体承诺的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 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)、《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)等文件的有关规 定,为保障中小投资者利益,公司就本次发行股票对即期回报摊薄的影响进行 了认真分析,并提出了具体的填补回报措施,公司控股股东、实际控制人及董 事、高级管理人员对填补回报措施能够得到切实履行作出了承诺,具体如下: 一、本次发行摊薄即期回报对公司主要财务指标的影响 (一)财务测算主要假设和说明 以下假设仅为测算本次发行摊薄即期回报对公司主要财务指标的影响,不 代表对公司 2025 年、2026 年度经营情况及趋势的判断,亦不构成盈利预测。 投资者据此进行投资决策造成损失的,公司不承担赔偿责任。 算本次发行摊薄即期回报对公司主要财务指标的影响,最终以经中国证监会同 意注册后实际发行完成时间为准; 证券代码:000962 证券简称 ...
隆华新材: 关于向不特定对象发行可转换公司债券摊薄即期回报、采取填补措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Viewpoint - The company, Shandong Longhua New Materials Co., Ltd., is issuing convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders. The company has outlined measures to mitigate this dilution and has made commitments to ensure these measures are effectively implemented [1][2][3]. Financial Impact of Convertible Bond Issuance - The issuance of convertible bonds will increase the total share capital from 43 million shares to 50.68 million shares if all bonds are converted [3]. - The projected net profit for the company for 2025 and 2026 is analyzed under three scenarios: maintaining the previous year's profit, a 10% increase, and a 20% increase [2][4]. - The basic earnings per share (EPS) is expected to decrease from 0.40 yuan to 0.37 yuan under the scenario of no profit growth, while it could rise to 0.57 yuan if profits increase by 20% [3][4]. Necessity and Feasibility of the Bond Issuance - The bond issuance is deemed necessary and feasible, with funds allocated for projects that align with the company's core business and growth strategy [6][7]. Relationship of Fundraising Projects to Existing Business - The raised funds will be used for projects that enhance the company's production capacity and product offerings, specifically in the polyether industry, which is expected to improve profitability and market position [6][7]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance its governance structure, improve internal management, and ensure efficient use of raised funds to protect shareholder interests [8][9]. - A commitment to a stable profit distribution policy has been established, with a focus on cash dividends to shareholders [9][10]. Commitments from Management - The company's board and major shareholders have made commitments to ensure the effectiveness of the measures aimed at mitigating the dilution of immediate returns [10][11].
圣泉集团: 圣泉集团 关于向不特定对象发行可转换公司债券摊薄即期回报及填补措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns, and has proposed specific measures to mitigate this impact while ensuring the protection of minority shareholders' interests [1][4][12]. Financial Impact Analysis - The company has analyzed the impact of the convertible bond issuance on its key financial indicators under various assumptions regarding net profit growth for 2025 and 2026, including scenarios where net profit remains flat, grows by 10%, or grows by 20% [2][3]. - Under the assumption of flat net profit, the diluted earnings per share (EPS) for 2026 would be 0.90 yuan per share, compared to 0.98 yuan per share before the bond issuance [2][3]. - If net profit grows by 10%, the diluted EPS could increase to 1.08 yuan per share in 2026, while a 20% growth scenario could lead to a diluted EPS of 1.29 yuan per share [2][3]. Use of Proceeds - The total investment for the projects funded by the bond issuance is estimated at 300,051.78 million yuan, with the company planning to raise up to 250,000.00 million yuan through this issuance [4][5]. - The projects are aligned with the company's core business in chemical new materials and biomass new materials, particularly in the production of phenolic resins and furan resins, which are leading products in the domestic and global markets [4][5]. Project Implementation and Market Position - The company aims to enhance its production capacity and optimize processes through the "Green New Energy Battery Material Industrialization Project," which is expected to meet the growing demand for high-energy-density batteries in consumer electronics and power batteries [6][9]. - The company has established a strong technical and research team, with over 800 effective patents, to support the successful implementation of the funded projects [8][9]. Measures to Mitigate Dilution - The company has committed to improving the management of raised funds and ensuring their effective use to enhance shareholder returns and mitigate the dilution of immediate returns [10][11]. - A stable profit distribution policy will be maintained to provide reasonable returns to shareholders, particularly minority shareholders, following the bond issuance [11][12]. Commitments from Management - The board of directors and senior management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns, including adherence to legal and regulatory requirements [12][13].
海兰信: 董事会关于本次交易摊薄上市公司即期回报填补措施及承诺事项的说明
Zheng Quan Zhi Xing· 2025-08-12 16:26
Core Viewpoint - The company plans to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising funds from specific investors to support this transaction [1][2]. Summary by Sections Transaction Overview - The company intends to purchase the entire equity of Hainan Hailan Universe from 17 shareholders and will issue shares to no more than 35 specific investors to raise supporting funds for this transaction [1]. Impact on Earnings - Post-transaction, the company's net profit is projected to decline from 8.2277 million yuan to -3.23 million yuan, and basic earnings per share will drop from 0.01 yuan to -0.004 yuan [2]. - The total assets, net assets attributable to ordinary shareholders, and operating income of the company are expected to increase, despite the decline in net profit [2]. Reasons for Profit Decline - The decline in net profit is attributed to several factors, including depreciation adjustments from the acquisition of radar products, unrealized internal transaction losses, and adjustments for credit impairment losses related to accounts receivable from the acquired company [3]. Measures to Mitigate Earnings Dilution - The company has outlined specific measures to mitigate the dilution of immediate returns, including accelerating the integration of the acquired assets and enhancing overall profitability [4]. - The company will implement an active profit distribution policy and adhere to existing dividend policies to improve shareholder returns [4]. Commitments from Stakeholders - The controlling shareholders and senior management have made commitments to ensure the effective implementation of the measures to mitigate immediate return dilution, including not interfering with the company's management and fulfilling performance commitments [5][6].
三鑫医疗: 关于本次向不特定对象发行可转换公司债券摊薄即期回报、采取填补措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this dilution [1][4][5]. Financial Impact Analysis - The issuance of convertible bonds is expected to lead to a dilution of earnings per share (EPS) in the short term, with projections showing a decrease in diluted EPS from 0.44 to 0.39 under certain profit growth scenarios [2][3]. - The company has simulated financial impacts under three scenarios of net profit growth: no growth, 10% growth, and 20% growth, with corresponding EPS adjustments [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development, including the expansion of production capacity for blood purification products [5][6]. - Specific projects include the expansion of blood dialysis membrane production and the establishment of a new production line for blood purification equipment [5][6]. Relationship with Existing Business - The projects funded by the issuance are closely related to the company's core business of blood purification, which is currently operating at near full capacity [5][6]. - The company aims to alleviate operational funding pressures and support future business development through these investments [5][6]. Measures to Mitigate Dilution - The company plans to enhance its governance structure and internal management to improve operational efficiency and protect shareholder interests [10][11]. - A commitment to improve the efficiency of fund usage and ensure compliance with regulations regarding the management of raised funds has been established [11][12]. Commitment from Major Stakeholders - The controlling shareholders and management have made commitments to ensure the effectiveness of measures to mitigate the dilution of immediate returns [12][13]. - These commitments include not interfering with company operations and ensuring that the interests of shareholders, especially minority investors, are protected [12][13].
精研科技: 关于向不特定对象发行可转换公司债券摊薄即期回报、填补即期回报措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Viewpoint - Jiangsu Jingyan Technology Co., Ltd. is issuing convertible bonds to unspecified objects, analyzing the impact on immediate returns and proposing measures to mitigate potential dilution of returns [1][2][3] Group 1: Impact Analysis of Convertible Bond Issuance - The issuance of convertible bonds is expected to dilute immediate returns, with two scenarios considered: full conversion (100% conversion rate) and no conversion (0% conversion rate) [2][3] - If all bonds are converted, the total share capital will increase to 19,927.96 million shares, with a projected net profit of 10,098.19 million yuan for 2025 [2][3] - Three profit growth scenarios are analyzed: no growth, 10% growth, and 20% growth compared to the previous year, affecting earnings per share (EPS) and diluted EPS [3][5] Group 2: Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development capabilities, including precision MIM components for new consumer electronics and data servers [6][9] - The company is a leading player in the MIM industry, with a diversified product portfolio across various sectors, including consumer electronics and automotive [6][9] Group 3: Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the management of raised funds to ensure effective use and prevent risks associated with fund usage [10][11] - Accelerating the investment progress of the projects funded by the issuance to enhance efficiency and achieve expected benefits sooner [10][11] - Improving operational management and internal controls to boost profitability and reduce financial expenses [11] Group 4: Commitment from Relevant Parties - The company's board and senior management have committed to ensuring the effectiveness of measures to mitigate the dilution of immediate returns [12][13] - The controlling shareholders and actual controllers have also made commitments to uphold the measures related to the issuance of convertible bonds [12][13]
中盐化工: 招商证券关于上市公司本次重组摊薄即期回报情况及填补措施之专项核查意见
Zheng Quan Zhi Xing· 2025-07-23 18:14
Core Viewpoint - The article discusses the major asset restructuring of Zhongyan Inner Mongolia Chemical Co., Ltd. and the potential dilution of immediate returns due to the acquisition of a natural soda ash project, along with the measures the company plans to implement to mitigate this risk [1][2]. Group 1: Immediate Return Dilution Analysis - The acquisition will allow the company to control a natural soda ash project, which is currently in the construction phase, posing a risk of short-term declines in earnings per share and return on equity [1]. - The future profitability of the acquired company may be influenced by various unknown factors, including macroeconomic conditions, industry trends, and competitive environment, leading to further risks of immediate return dilution [1]. Group 2: Measures to Mitigate Return Dilution - The company plans to leverage its strengths to accelerate the development of the natural soda ash resources and enhance project management to convert resources into economic benefits as soon as possible [2]. - The company aims to improve internal management and operational efficiency, implementing comprehensive cost control measures across all business processes to enhance profitability [2]. - A robust corporate governance structure is in place, ensuring effective operation of the board and management, with clear responsibilities among departments to support sustainable development [2]. Group 3: Commitments from Stakeholders - The controlling shareholder and actual controller have committed to exercising shareholder rights in accordance with relevant laws and regulations, ensuring no interference in the company's management [3][4]. - All directors and senior management have pledged to diligently fulfill their responsibilities and maintain the legitimate rights of the company and its shareholders [4]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor has verified that the proposed measures to compensate for immediate return dilution and the commitments from stakeholders align with national policies aimed at protecting the rights of small and medium investors [4].
卓胜微: 关于2025年度向特定对象发行股票摊薄即期回报及填补措施及相关主体承诺事项(修订稿)的公告
Zheng Quan Zhi Xing· 2025-06-30 17:06
Core Viewpoint - Jiangsu Zhaosheng Microelectronics Co., Ltd. plans to issue A-shares to specific targets, which may dilute immediate returns for shareholders, but the company has committed to measures to mitigate this impact [1][3][12]. Financial Impact Analysis - The company estimates that the issuance will increase the total share capital from 53,452.87 million shares to 69,531.66 million shares, depending on various profit scenarios for 2025 [1][2]. - Under three hypothetical scenarios regarding net profit changes, the basic earnings per share (EPS) could decrease from 0.75 yuan to as low as 0.52 yuan [1][2]. Necessity and Rationality of the Issuance - The issuance is deemed necessary to enhance supply chain security, improve technological capabilities, and protect core intellectual property, thereby strengthening the company's competitive position [3][4]. - The investment projects align with national development strategies and market trends, leveraging the company's long-term advantages in market position and technology [3][4]. Relationship with Existing Business - The funds raised will be used for expanding RF chip manufacturing and supplementing working capital, directly enhancing the company's core business capabilities [4][5]. - The company has a strong technical foundation in RF integrated circuits, with a focus on innovation and R&D to maintain competitive advantages [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance operational efficiency and profitability through the timely execution of investment projects [10][11]. - Strict management of raised funds will be implemented to ensure they are used effectively for designated projects, minimizing risks associated with fund usage [9][10]. Commitment from Management and Control - The board and senior management have committed to fulfilling the measures to compensate for the dilution of immediate returns, ensuring shareholder interests are protected [12][13]. - The actual controllers of the company have also made commitments to uphold these measures and not interfere with the company's management [13][14].
华光新材: 华光新材关于以简易程序向特定对象发行股票摊薄即期回报的风险提示及采取填补措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-06-06 11:31
Core Viewpoint - The company, Huaguang New Materials, is planning to issue shares to specific investors through a simplified procedure, which may dilute immediate returns for existing shareholders. The company has outlined measures to mitigate this dilution risk and has made commitments from relevant parties to ensure these measures are effectively implemented [1][2][12]. Financial Impact Analysis - Before the issuance, the total share capital of the company is 90,085,520 shares. The maximum amount to be raised through this issuance is capped at 199 million yuan. Post-issuance, the total share capital will increase, and while the net asset scale will also rise, the short-term economic benefits from the raised funds may lag, leading to a dilution of earnings per share [2][5]. - The company has provided three scenarios for the projected net profit for 2025 compared to 2024: a 10% increase, no change, and a 10% decrease. The diluted earnings per share under these scenarios are projected to be 0.92 yuan, 0.83 yuan, and 0.75 yuan respectively [5][6]. Measures to Mitigate Dilution Risk - The company plans to strengthen the management of raised funds to ensure compliance and effective use. This includes special storage of the funds and strict adherence to investment plans [10]. - The company aims to expedite the preparation and implementation of the fundraising investment projects to achieve expected benefits sooner, thereby enhancing its sustainable profitability [10]. - The governance structure will be improved to ensure that shareholders can exercise their rights effectively, and the board will make informed decisions to protect shareholder interests [10][11]. Commitment from Management - The company's board and senior management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns. They have pledged to adhere to relevant regulations and to compensate for any losses incurred due to non-compliance with these commitments [12].
卧龙新能: 中信建投证券股份有限公司关于卧龙新能源集团股份有限公司本次重大资产重组对上市公司即期回报影响情况及防范和填补即期回报被摊薄措施的核查意见
Zheng Quan Zhi Xing· 2025-05-22 15:17
Core Viewpoint - The article discusses the impact of the major asset restructuring of Wolong New Energy Group Co., Ltd. on the company's immediate returns and outlines measures to prevent and compensate for potential dilution of these returns [1][5]. Group 1: Financial Impact of the Transaction - The transaction will lead to a dilution of the company's earnings per share (EPS) for the fiscal year 2024, with the basic EPS expected to decrease from 0.14 to 0.06 after the transaction [2]. - The company's operating revenue before the transaction was 488,125.64 million, which is projected to be 240,522.57 million post-transaction [2]. Group 2: Measures to Mitigate Dilution - The company has developed specific measures to mitigate the potential dilution of immediate returns, including optimizing asset quality and enhancing core competitiveness [2]. - The company plans to focus on expanding its profitability in the renewable energy sector, particularly in wind, solar, and hydrogen storage [2]. Group 3: Governance and Commitment - The company will adhere to relevant laws and regulations to ensure that the board of directors and shareholders can exercise their rights effectively, particularly in protecting the interests of minority shareholders [3]. - The board and senior management have made commitments to avoid actions that could harm the company's interests and to ensure that their compensation is linked to the execution of the return compensation measures [4]. Group 4: Disclosure and Compliance - The company will regularly disclose the status of the measures taken to compensate for the dilution of immediate returns in its periodic reports [5]. - The independent financial advisor has confirmed that the anticipated impact of the restructuring on immediate returns aligns with the company's actual situation and that the proposed measures are effective [5].