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广东翔鹭钨业股份有限公司 第五届董事会2025年第四次临时会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-06-20 23:04
Group 1 - The company held its fourth temporary meeting of the fifth board on June 20, 2025, to discuss adjustments to the A-share issuance plan for 2023 [2][11] - The board approved the adjustment of the number of shares to be issued, increasing the maximum from 82,460,165 shares to 98,151,726 shares based on the new total share capital of 327,172,422 shares as of May 31, 2025 [3][5] - The company plans to revise several related documents, including the A-share issuance proposal and feasibility analysis report, to reflect these adjustments [5][8][10] Group 2 - The company emphasized the necessity and rationality of the A-share issuance, stating it aligns with national policies and will enhance its core competitiveness and financial strength [22][23] - The proposed projects funded by the issuance, including a production project for ultra-fine tungsten alloy wire and working capital supplementation, are closely related to the company's main business [23][24] - The company has a strong technical foundation and experienced personnel to support the successful implementation of the proposed projects [24][25][27] Group 3 - The company has outlined measures to mitigate the dilution of immediate returns resulting from the issuance, including improving operational management and accelerating project implementation [28][29] - Commitments from the company's directors and senior management have been made to ensure the effectiveness of these measures and protect shareholder interests [33][34] - The company will continue to disclose the fulfillment of these commitments in its regular reports [34][36]
翔鹭钨业: 广东翔鹭钨业股份有限公司关于本次向特定对象发行A股股票摊薄即期回报、填补即期回报措施及相关主体承诺的公告(三次修订稿)
Zheng Quan Zhi Xing· 2025-06-20 12:25
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].
翔鹭钨业: 广东翔鹭钨业股份有限公司2023年度向特定对象发行A股股票预案(三次修订稿)
Zheng Quan Zhi Xing· 2025-06-20 12:25
Group 1 - The company, Guangdong Xianglu Tungsten Co., Ltd., plans to issue A-shares to specific investors, with a total fundraising amount not exceeding 490.8411 million RMB [18][21][12] - The issuance aims to support the production of ultra-fine tungsten alloy wire for photovoltaic applications, aligning with the rapid growth of the solar energy sector in China [10][11][12] - The company has established a complete production technology for ultra-fine tungsten wire, which meets the demands of the photovoltaic industry for cutting silicon wafers [33][29] Group 2 - The company is positioned within a competitive tungsten industry, which is supported by national policies promoting high-end tungsten products and the development of the photovoltaic sector [10][11][12] - The market for tungsten wire as a core material for cutting tools in the photovoltaic industry is expected to grow significantly, driven by the increasing demand for high-efficiency solar cells [11][12][33] - The company’s fundraising will enhance its capital structure, reduce financial risks, and support long-term strategic goals, thereby improving its core competitiveness and profitability [13][12][33]