开股份"）对财务指标的假设分析不构成公司的盈利预测，为应对即期回报被摊薄 风险而制定的填补回报具体措施不等于对公司未来利润做出保证，投资者不应据此 进行投资决策，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。提请 广大投资者注意。 司 2025 年度以简易程序向特定对象发行股票方案的相关议案。2025 年 8 月 19 日， 公司召开第五届董事会第七次会议，审议并通过了《2025 年度以简易程序向特定 对象发行股票竞价结果》《关于更新 2025 年度以简易程序向特定对象发行股票预 案的议案》等相关议案。本次发行完成后，预计短期内公司基本每股收益、稀释每 股收益将可能出现一定程度的下降，公司短期内即期回报会出现一定程度摊薄。请 广大投资者注意投资风险。 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）以及《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，为了维护广大投资者利益，降低即期回报被摊薄的风险，增强对股东利益的 回报，公司就本次以简易程序向特定对象发行 ...

Core Viewpoint - The company plans to issue shares to specific investors in 2025, which is expected to dilute immediate returns and affect key financial metrics, including earnings per share [1][2][4]. Financial Impact of the Share Issuance - The issuance is projected to increase the total share capital from 363,909,648 shares to 391,409,648 shares, with an estimated fundraising of 220 million yuan [3][4]. - Three scenarios for the company's net profit in 2025 have been analyzed: a 10% decrease, no change, and a 10% increase compared to 2024 [4][5]. - Under these scenarios, the basic earnings per share (EPS) and diluted EPS are expected to decrease in the case of a profit decline, remain stable if profits hold, and increase if profits rise [5][6]. Necessity and Rationality of the Fundraising - The fundraising is deemed necessary to enhance the company's competitiveness and sustainable development capabilities, with projects closely aligned with its core business in oil exploration and equipment manufacturing [6][7]. Relationship of Fundraising Projects to Existing Business - The proposed projects include establishing a high-end marine engineering equipment manufacturing base and acquiring a controlling stake in Blue Ocean Intelligence, both aimed at enhancing the company's capabilities in oil and gas exploration and development [7][8]. Measures to Mitigate Dilution of Immediate Returns - The company will implement governance improvements, strengthen fundraising management, and actively promote project implementation to mitigate the dilution of immediate returns [10][11]. - A focus on investor returns will be maintained through a structured profit distribution system, ensuring compliance with regulatory requirements [12]. Commitment from Management - The board and senior management have committed to ensuring the effective execution of measures to mitigate the dilution of immediate returns, including adherence to legal and regulatory standards [12][13].

Group 1 - The company plans to raise up to 220 million yuan through a simplified procedure for issuing shares to specific investors to enhance its capital strength and profitability [1][10][16] - The background of the issuance is driven by the importance of energy, particularly oil and gas, in economic development and social stability [1][2] - Global oil and gas consumption is projected to grow from 1.149 billion tons of standard coal in 2019 to approximately 1.175 billion tons by 2024, maintaining a stable share of around 27% in the global energy consumption structure [2][3] Group 2 - The company has over 30 years of experience in the oil industry, with a focus on developing innovative core products in areas such as AI digital solutions for oil fields and high-end equipment for deep oil and gas exploration [7][9][23] - The issuance aims to support two key projects: the establishment of a high-end marine engineering equipment manufacturing base and the acquisition of a 51% stake in Blue Ocean Intelligence, enhancing the company's capabilities in smart oil field exploration [9][23][24] - The company has a strong technical foundation with over 200 R&D personnel and a commitment to continuous innovation in oil and gas extraction technologies [24][25][26] Group 3 - The global oil and gas industry is experiencing a shift towards marine resource development, with over 70% of oil and gas resources located in oceans, and deepwater resources offering multiple advantages [3][4] - The digital transformation in the oil and gas sector is characterized by trends such as intelligent exploration and development, autonomous production operations, and smart decision-making systems [5][6][7] - The company aims to leverage AI and digital technologies to enhance its competitive edge and adapt to the evolving industry landscape [5][7][9]

Core Viewpoint - Hongtian Co., Ltd. is facing significant challenges, including a decline in financial performance and regulatory scrutiny due to alleged non-disclosure of related party transactions [2][3]. Financial Performance - In 2024, Hongtian's revenue and net profit attributable to shareholders decreased by 38.60% and 42.87% year-on-year, respectively [2]. - For the first quarter of 2024, the company's revenue dropped nearly 60%, resulting in a net loss of 25.25 million yuan [2]. Regulatory Issues - The accounting firm, Lixin Certified Public Accountants, issued a qualified opinion on Hongtian's 2024 financial statements, citing insufficient audit evidence regarding related party relationships [2]. - The China Securities Regulatory Commission (CSRC) issued a notice of investigation to both Hongtian and its director, Shu Zhigao, for failing to disclose related party transactions [2][3]. Shareholder Actions - Nord Co., Ltd., a major customer of Hongtian, received a similar notice from the CSRC for alleged non-disclosure of related transactions [3]. - Nord's subsidiary, Nord Technology, previously held over 5% of Hongtian's shares but reduced its stake to 4.99995% by selling only 100 shares by the end of 2024 [3]. Corporate Governance - The Shanghai Stock Exchange has requested Hongtian to clarify any undisclosed arrangements regarding control between Shu Zhigao and Zhao Weibin, the current actual controller [4]. - The exchange also inquired whether the acquisitions and divestitures made by Hongtian were part of a bundled transaction involving related parties [4].