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南方精工: 江苏南方精工股份有限公司关于向特定对象发行A股股票摊薄即期回报和填补措施及相关承诺(二次修订稿)的公告
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - Jiangsu Southern Precision Engineering Co., Ltd. is planning to issue A-shares to specific investors, which may dilute immediate returns, and the company has outlined measures to mitigate this impact [2][3][4]. Financial Impact Analysis - The company estimates that the total amount raised from the issuance will be approximately 187.53 million yuan, with an assumed issuance price of 17.51 yuan per share, leading to an estimated issuance of about 10.71 million shares [4][5]. - The projected net profit attributable to shareholders for 2025 is expected to grow by 10% compared to 2024, resulting in a basic earnings per share (EPS) of 0.34 yuan post-issuance [5][6]. - If the net profit remains flat compared to 2024, the basic EPS would remain at 0.31 yuan post-issuance [6]. Necessity and Feasibility of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development, specifically in precision braking and transmission components, and precision industrial bearing production lines [8]. - The company has a well-established team with extensive experience in the precision machinery sector, ensuring the successful implementation of the fundraising projects [9]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance production and sales of existing products to improve profitability [10]. - Governance structures will be improved to ensure shareholder rights are protected and to facilitate effective decision-making [10]. - The company will accelerate the investment project timelines and utilize self-raised funds prior to the issuance to ensure project continuity [11]. - A robust management system for the raised funds will be established to ensure compliance and effective use [11]. - The profit distribution system will be refined to strengthen investor return mechanisms, ensuring adherence to cash dividend policies [12]. Commitments from Key Stakeholders - The controlling shareholders and management have committed to ensuring the effectiveness of the measures to mitigate the dilution of immediate returns and to comply with regulatory requirements [12][13].
江苏南方精工股份有限公司第六届董事会第二十次会议决议公告
Group 1 - The company held its 20th meeting of the 6th Board of Directors on May 16, 2025, where it unanimously agreed to waive the advance notice requirement for the meeting [2][3] - All 9 directors attended the meeting, which was presided over by Chairman Shi Jianwei, and the procedures complied with relevant laws and regulations [4][5] - The Board approved the adjustment of the plan for issuing A-shares to specific targets, with a total fundraising amount not exceeding 201.76 million yuan [6][9] Group 2 - The adjusted fundraising amount is a reduction from the previous cap of 366.09 million yuan, due to the company's financial investments exceeding 10% of its net assets [9][54] - The company plans to use the raised funds for projects related to precision braking and transmission components, as well as precision industrial bearing production lines, which align with its core business [38] - The company has a well-established talent team and technical capabilities to support the implementation of the fundraising projects [39][40] Group 3 - The company will take measures to mitigate the dilution of immediate returns resulting from the issuance, including enhancing production and sales of existing products [41][42] - The company has committed to improving its governance structure to ensure shareholder rights are protected and to maintain effective oversight [43] - The company will accelerate the investment project timelines to enhance its production capacity and market competitiveness [44]
南方精工: 关于向特定对象发行A股股票摊薄即期回报和填补措施及相关承诺(修订稿)的公告
Zheng Quan Zhi Xing· 2025-05-16 14:02
Core Viewpoint - Jiangsu Southern Precision Engineering Co., Ltd. is issuing A-shares to specific investors, which may dilute immediate returns, and the company has outlined measures to mitigate this impact [1][2][6]. Financial Impact Analysis - The total amount of funds raised from this issuance is estimated to be 201.76 million yuan, with an assumed issuance price leading to approximately 12.04 million shares being issued [2][3]. - The company anticipates a 10% increase in net profit attributable to shareholders in 2025 compared to 2024, with pre-dilution earnings per share (EPS) estimated at 0.07 yuan and post-dilution EPS at 0.31 yuan [3][5]. - If net profit remains flat compared to 2024, the EPS figures would remain unchanged at 0.07 yuan pre-dilution and 0.31 yuan post-dilution [5]. Necessity and Feasibility of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development capabilities [6][8]. - The company operates in precision components, serving various sectors including automotive and industrial machinery, which supports the rationale for the issuance [6][8]. Project Relationship with Existing Business - The funds will be allocated to projects related to the company's existing operations, specifically in precision braking and transmission components, which aligns with its strategic goals [7][8]. Human Resources, Technology, and Market Readiness - The company has a well-established team with extensive experience in precision machinery, ensuring effective project implementation [9]. - It has a strong technical foundation with over 170 R&D personnel and more than 150 patents, supporting innovation and product development [9]. - The company has built a solid market presence and customer relationships, which will facilitate the successful execution of the fundraising projects [9]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance production and sales of existing products to improve profitability [10]. - Governance structures will be strengthened to ensure shareholder rights and effective decision-making [10]. - The company will expedite project investment and ensure efficient use of raised funds [11]. - A profit distribution system will be established to reinforce investor return mechanisms [12]. Commitments from Key Stakeholders - The controlling shareholders and management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns [12].