登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603918 证券简称：金桥信息 公告编号：2025-089 上海金桥信息股份有限公司 第六届董事会第二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 1、审议通过《关于调整2025年度向特定对象发行A股股票募集资金总额的议案》 根据公司本次向特定对象发行A股股票募集资金拟投资项目实际情况，公司拟对本次向特定对象发行A 股股票募集资金总额进行适当调整，具体如下： 经公司第五届董事会第三十次会议、2025年第三次临时股东大会审议通过本次向特定对象发行股票的募 集资金总额不超过63,338.00万元（含本数），扣除发行费用后的募集资金净额将用于投入以下项目： 单位：万元 一、董事会会议召开情况 （一）上海金桥信息股份有限公司（以下简称"公司"）第六届董事会第二次会议通知和资料于2025年11 月19日以邮件和书面方式发出，会议于2025年11月24日以现场和通讯相结合的方式在公司四楼会议室召 开。 （二）公司董事会共计9名董事，实际出席会议9名。本次会议由 ...

Core Viewpoint - The independent financial advisor, Guosheng Securities, conducted a special review regarding the impact of the transaction on the immediate return dilution for Guolv Cultural Investment Group Co., Ltd. and proposed measures to mitigate this dilution risk [3][6]. Financial Impact of the Restructuring - The basic earnings per share (EPS) for the listed company are projected to be -0.13 CNY/share for 2024 and -0.03 CNY/share for the first four months of 2025. Post-transaction, the expected EPS will improve to 0.10 CNY/share for 2024 and 0.04 CNY/share for early 2025, indicating an increase in net profit attributable to shareholders [3][4]. Measures to Mitigate Return Dilution - The company plans to enhance its governance structure and internal control systems to improve profitability and protect minority shareholders' interests. Specific measures include: - Accelerating the integration of the target company to achieve expected benefits [4]. - Continuously improving corporate governance to enhance operational efficiency [4]. - Refining profit distribution policies to maintain shareholder interests while ensuring sustainable development [5]. Commitments from Major Stakeholders - The controlling shareholders and senior management have made commitments to ensure the implementation of measures to mitigate return dilution. These commitments include: - Not interfering with the company's management or infringing on its interests [6]. - Ensuring that their actions align with the company's return measures and accepting legal responsibility for any violations [6]. - Linking compensation and incentive policies to the execution of return measures [6]. Verification Opinion - The independent financial advisor concluded that the analysis of the immediate return dilution is reasonable and that the restructuring is not expected to result in such dilution. The commitments made by stakeholders align with regulatory requirements aimed at protecting minority investors' rights [6].

Core Viewpoint - The company is planning to acquire Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, and has analyzed the impact of this transaction on immediate returns, proposing specific measures to mitigate any potential dilution of returns for minority investors [1][2]. Financial Impact of the Transaction - The company's basic earnings per share (EPS) for 2024 and the first four months of 2025 are projected to be -0.13 CNY/share and -0.03 CNY/share, respectively. Post-transaction, the expected EPS will improve to 0.10 CNY/share and 0.04 CNY/share for the same periods, indicating an increase in net profit attributable to shareholders [1]. Measures to Mitigate Dilution of Immediate Returns - The company will accelerate the integration of the acquired company to realize expected benefits quickly [2]. - The governance structure will be further improved to enhance operational efficiency [2]. - The profit distribution policy will be refined to ensure transparency and protect the interests of all shareholders [3]. Commitments from Major Stakeholders - The controlling shareholders have committed to not interfere with the company's management and to fulfill the proposed measures to mitigate return dilution. They accept legal responsibility for any losses incurred due to non-compliance [4]. - The board of directors and senior management have made commitments to avoid unfair benefit transfers and to link their compensation to the execution of the return mitigation measures [4].

Core Viewpoint - The company, Beijing Hailanxin Data Technology Co., Ltd., is undergoing a restructuring through the acquisition of 100% equity of Hainan Hailanhuanyu Ocean Information Technology Co., Ltd. This transaction is expected to impact the company's immediate returns, with measures in place to mitigate any potential dilution of shareholder value [1][4]. Summary by Sections Transaction Overview - The company plans to acquire Hainan Hailanhuanyu by issuing shares and cash to its 17 shareholders, while also raising funds from up to 35 specific investors [1]. - The independent financial advisor, Guotai Junan Securities, has assessed the impact of this transaction on immediate returns and proposed measures to address any dilution [1][4]. Financial Impact - Post-transaction, the company's net profit is projected to decline from 8.2277 million yuan to -3.23 million yuan, and 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 are expected to increase, but the net profit for 2024 will be negatively affected due to various adjustments related to the acquired company [2][3]. Reasons for Profit Decline - The decline in net profit is attributed to several factors, including depreciation adjustments from the acquired company's past purchases of radar products, unrealized internal transaction losses, and significant credit impairment losses related to accounts receivable from the acquired company [3][4]. Measures to Mitigate Dilution - The company aims to accelerate the integration of the acquired assets to enhance overall profitability, improve governance structures, and leverage synergies [4]. - A proactive profit distribution policy will be implemented to ensure shareholder returns, adhering to existing regulations regarding cash dividends [4]. Commitments from Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations and to fulfill performance commitments related to the restructuring [5][6]. - The board and senior management have pledged to act in the best interests of the company and its shareholders, ensuring compliance with relevant regulations [6][7]. Independent Financial Advisor's Opinion - The independent financial advisor concludes that while there will be a decrease in net profit and earnings per share post-transaction, the measures proposed to mitigate immediate return dilution are feasible and align with regulatory requirements [6][7].

Core Viewpoint - The company plans to acquire a 49% stake in Nanjing Wanyou Commercial Management Co., Ltd. through cash payment, which constitutes a major asset restructuring and related party transaction [1] Group 1: Financial Impact of the Transaction - The company's net profit before the transaction is 358.58 million yuan, projected to increase to 415.52 million yuan after the transaction [1] - Basic earnings per share (EPS) will rise from 1.99 yuan to 2.31 yuan post-transaction [1] Group 2: Measures to Mitigate Dilution of Immediate Returns - The company aims to enhance the biological conversion rate of edible mushrooms by optimizing cultivation processes and improving breeding formulas [2] - Focus will remain on the high-quality development of the bulk snack business, leveraging brand influence to improve operational efficiency and profitability [2] - The company will adhere to legal and regulatory requirements to optimize governance structures and strengthen internal controls, ensuring the protection of minority shareholders' rights [2] Group 3: Commitment from Major Stakeholders - The controlling shareholder and actual controller commit to not interfering in the company's management and to protect the company's interests [4] - Company directors and senior management pledge to diligently fulfill their responsibilities and ensure the execution of return compensation measures is linked to their remuneration [4]

Core Viewpoint - The company plans to acquire 97.4399% of Hangzhou Lipo Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds through share issuance to specific companies [1]. Summary by Sections Impact on Earnings Per Share - The transaction is expected to increase the company's earnings per share (EPS) from 0.00 CNY/share to 0.01 CNY/share, reflecting an increase of 88.95% [3][4]. Measures to Mitigate Dilution Risk - The company will enhance its governance structure and risk management capabilities to improve operational efficiency post-transaction [4]. - It will optimize its profit distribution policy and investment return mechanisms to protect shareholder interests [5]. - The company has established performance commitments and compensation arrangements with the transaction parties to mitigate the risk of EPS dilution [5]. Commitments from Major Stakeholders - The controlling shareholders and management have made commitments to not interfere with the company's operations or infringe on its interests, ensuring adherence to the measures for mitigating dilution risk [5][6].

Meeting Overview - The fifth special meeting of the fourth board of independent directors of Aikodi Co., Ltd. was held on July 30, 2025, via communication voting, with all three independent directors present [1][2] - The meeting was convened and chaired by independent director Mr. Fan Baoqun, and the procedures complied with relevant laws and regulations [1] Resolutions Passed - The independent directors approved the draft report on the issuance of shares and cash payment for asset acquisition and the related fundraising report, which will be revised based on regulatory feedback [1][2] - The independent directors also approved the extension audit report and pro forma review report related to the transaction, which will be used for information disclosure and submitted to regulatory authorities [2] - The board analyzed the impact of the transaction on the immediate return dilution and established measures to compensate for this dilution, with commitments from directors and major stakeholders to ensure implementation [2][3]

Core Viewpoint - The announcement details the impact of the 2025 A-share issuance on the company's immediate returns and outlines measures to mitigate the dilution effect on shareholders [1][5]. Group 1: Impact of Issuance on Immediate Returns - The company analyzed the impact of the stock issuance on key financial metrics, specifically focusing on the dilution of immediate returns for shareholders [1][5]. - The estimated net profit for the company in 2025 is projected to be CNY 245.85 million, with a non-recurring profit of CNY 218.84 million, based on assumptions of profit growth [2][3]. - Three scenarios were considered for the projected net profit: 80%, 100%, and 120% of the previous year's profit, affecting earnings per share (EPS) calculations [2][3]. Group 2: Financial Projections - Under the first scenario (80% of last year's profit), the diluted EPS is expected to decrease from CNY 0.07 to CNY 0.05 post-issuance [3][4]. - In the second scenario (100% of last year's profit), the diluted EPS is projected to drop from CNY 0.07 to CNY 0.06 [4]. - The third scenario (120% of last year's profit) anticipates an increase in net profit to CNY 11.80 million, with diluted EPS remaining at CNY 0.07 [4]. Group 3: Measures to Mitigate Dilution - The company plans to enhance corporate governance to ensure sustainable development and protect shareholder rights [6][7]. - A dedicated fund management approach will be implemented to ensure that the raised capital is used effectively and in accordance with regulatory requirements [8]. - The company has committed to a profit distribution policy that aims to enhance shareholder returns, particularly for minority shareholders [8][9]. Group 4: Commitments from Management - The board of directors and senior management have made commitments to ensure the effectiveness of the measures to mitigate the dilution of immediate returns [10][11]. - The controlling shareholder has also pledged to support the measures aimed at protecting shareholder interests [11].

Core Viewpoint - The transaction between Anyuan Coal Industry Group Co., Ltd. and Jiangxi Jiangtong Holdings Development Co., Ltd. is expected to enhance the company's earnings per share, rather than dilute it, following the asset swap [1][2]. Summary by Sections Transaction Overview - Anyuan Coal plans to swap its coal-related assets and liabilities for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties [1]. Impact on Earnings - Before the transaction, the company's basic earnings per share (EPS) for 2024 was -0.28 yuan/share. After the transaction, the projected EPS is expected to rise to 0.03 yuan/share, indicating an improvement rather than dilution [2]. Measures to Mitigate Dilution Risk - The company has proposed several measures to protect investor interests and enhance sustainable returns: - Strengthening operational management to improve ongoing business capabilities [3]. - Enhancing corporate governance to provide institutional support for development [3]. - Improving profit distribution policies to ensure stable returns for investors [3]. Commitments to Protect Shareholder Interests - The controlling shareholder, Jiangtong Holdings, has committed to maintaining the company's independence and not interfering in its management [4]. - Current directors and senior management have pledged to act in the best interests of the company and its shareholders, ensuring that their actions align with the company's performance and return measures [5]. Independent Financial Advisor's Opinion - The independent financial advisor has concluded that the transaction will not dilute the company's current earnings per share and aligns with regulatory guidelines aimed at protecting minority investors [5].

Core Viewpoint - The announcement discusses Guangdong Xianglu Tungsten Industry Co., Ltd.'s plan to issue A-shares to specific investors, addressing the potential dilution of immediate returns and outlining measures to compensate for this dilution [1][2]. Financial Impact Analysis - The issuance will increase the total share capital from 278,617,235 shares to a maximum of 425,324,148 shares [2][3]. - Under three scenarios for net profit in 2025 compared to 2024, the diluted earnings per share (EPS) and return on equity (ROE) are projected as follows: - Scenario 1: Net profit remains the same as 2024 - Basic EPS: -0.32 to -0.29 [3] - Diluted EPS: -0.32 to -0.29 [3] - ROE: -11.49% to -9.73% [3] - Scenario 2: Net profit increases by 10% - Basic EPS: -0.32 to -0.26 [3] - Diluted EPS: -0.32 to -0.26 [3] - ROE: -11.49% to -8.71% [3] - Scenario 3: Net profit increases by 20% - Basic EPS: -0.32 to -0.23 [3] - Diluted EPS: -0.32 to -0.23 [3] - ROE: -11.49% to -7.71% [3] Necessity and Reasonableness of the Issuance - The issuance aligns with national industrial policies and the company's strategic development, enhancing core competitiveness and alleviating operational funding pressures [4][5]. - The projects funded by the issuance, including a production project for ultra-fine tungsten alloy wire, are closely related to the company's main business [5][7]. Measures to Compensate for Dilution - The company plans to enhance operational management and internal controls to improve profitability [8]. - Accelerating the progress of fundraising projects is a priority to boost future earnings and mitigate dilution risks [8]. - Strict management of raised funds will be implemented to ensure compliance and effective use [8]. - The company will maintain a robust profit distribution policy to protect shareholder interests [8]. Commitments from Management - The company's directors and senior management have committed to fulfilling the measures to compensate for the dilution of immediate returns [9][10]. - The commitments include adherence to legal regulations and accountability for any losses incurred due to non-compliance [10]. Approval Process - The measures related to the issuance and compensation for dilution have been approved through multiple board and shareholder meetings [11].