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尚太科技: 关于向不特定对象发行可转换公司债券摊薄即期回报、填补回报措施及相关承诺(修订稿)的公告
Zheng Quan Zhi Xing· 2025-07-22 16:27
Core Viewpoint - The company, Shijiazhuang Shangtai Technology Co., Ltd., is issuing convertible bonds to unspecified investors, which may dilute immediate returns but includes measures to compensate for this dilution [2][7][12]. Financial Impact Analysis - The issuance of convertible bonds is analyzed under two scenarios: full conversion by March 31, 2026, and no conversion by December 31, 2026, to assess the impact on key financial metrics [2][3]. - The company's net profit for 2025 and 2026 is projected under three growth rate scenarios: 0%, 10%, and 20%, with corresponding basic and diluted earnings per share calculated for each scenario [6][9]. Measures to Mitigate Dilution - The company plans to enhance its core business operations to improve market competitiveness and profitability, thereby mitigating the risk of diluted returns [12][13]. - A commitment to efficient use of raised funds is established, ensuring that the funds are allocated to projects that align with industry trends and have strong market potential [12][13]. - The company has developed a dividend policy to ensure shareholder returns, particularly for minority shareholders, and has outlined a three-year dividend plan [13][14]. Project Justification - The funds raised will support the "Annual Production of 200,000 Tons of Lithium Battery Anode Material Integration Project," which is aligned with the company's existing business and technological capabilities [9][10]. - The project is expected to enhance the company's market position and competitive strength, contributing positively to its strategic development [9][10]. Human Resource and Technical Preparedness - The company has a well-prepared team with expertise in both carbon materials and lithium battery technology, ensuring effective project execution [10][11]. - A robust patent portfolio and ongoing technical collaborations with leading battery manufacturers position the company favorably in the market [10][11]. Commitment from Management - The company's board and senior management have made commitments to ensure the effectiveness of measures to compensate for any dilution of returns, emphasizing their responsibility to protect shareholder interests [14][15].
尚太科技: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-22 16:16
General Provisions - The company is established to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - The company was approved by the China Securities Regulatory Commission to issue 64.9437 million shares of common stock to the public on October 25, 2022, and was listed on the Shenzhen Stock Exchange on December 28, 2022 [1][3] Company Information - The registered name of the company is Shijiazhuang Shangtai Technology Co., Ltd., with a registered capital of RMB 260.80235 million [2][4] - The company has a business duration of 50 years, from September 27, 2008, to September 26, 2058 [2] Share Structure - The total number of shares issued by the company is 260.80235 million, all of which are common shares [6] - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] Business Objectives and Scope - The company's business objective is to rely on modern management and advanced technology to provide substantial returns to shareholders and fulfill social responsibilities [4] - The business scope includes the development, production, and sales of lithium-ion battery anode materials, carbon products manufacturing and sales, and import-export business of various goods and technologies [4][5] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to propose and vote on matters at shareholder meetings [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring once a year [45] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [20][22] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [79][80] - The company must ensure that all proposals for shareholder meetings are disclosed in full detail, including the qualifications of candidates for director and supervisor positions [60][61]