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江苏泛亚微透科技股份有限公司 第四届董事会第九次会议决议公告
Core Viewpoint - Jiangsu Panya Micro透 Technology Co., Ltd. (referred to as "the company") held its ninth meeting of the fourth board of directors on September 25, 2025, where several resolutions regarding the issuance of A-shares to specific targets and changes in fundraising project names were approved, ensuring no harm to shareholder interests [1][2][5]. Group 1: Meeting and Resolutions - The meeting was convened with all nine directors present, and the resolutions passed were deemed legal and effective [1][3]. - The board approved the change of names for certain fundraising projects, which will not affect the implementation progress or the content of the projects [2][4]. - The resolutions regarding the issuance of A-shares and related documents were reviewed and approved by the independent directors in a prior meeting [5][7]. Group 2: Fundraising and Project Adjustments - The company plans to adjust the names of certain fundraising projects to align with actual project filings, with no changes to the project content or implementation methods [2][22]. - The revised plan for the issuance of A-shares and the feasibility analysis report were also approved, confirming that the changes do not harm shareholder interests [5][12][14]. Group 3: Financial Impact and Measures - The company conducted an analysis of the potential dilution of immediate returns due to the issuance of new shares and proposed measures to mitigate this impact [28][41]. - The company emphasized the importance of managing the raised funds effectively and ensuring compliance with relevant regulations to protect shareholder interests [41][44]. Group 4: Governance and Management - The company has made governance adjustments, including the resignation of a non-independent director and the election of a staff representative director, to enhance its governance structure [46][48]. - The new governance structure is expected to maintain the board's operational efficiency and not adversely affect the company's daily operations [48][49].
泛亚微透: 泛亚微透2025年度向特定对象发行股票摊薄即期回报的风险提示及填补回报措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-26 09:21
Core Viewpoint - Jiangsu Panya Micropermeable Technology Co., Ltd. announced a plan to issue shares to specific investors, addressing the potential dilution of immediate returns and outlining measures to compensate for this dilution [1][2][4]. Financial Impact Analysis - The company provided a financial impact analysis based on three scenarios for the net profit attributable to shareholders in 2025 compared to 2024: 1. A 10% increase in net profit 2. No change in net profit 3. A 10% decrease in net profit [2][3]. - Under these scenarios, the projected basic earnings per share (EPS) would be as follows: - Scenario 1: 1.42 yuan/share - Scenario 2: 1.09 yuan/share - Scenario 3: 0.98 yuan/share [2][3]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary to enhance the company's existing business, particularly in high-performance composite materials, including ePTFE micro-permeable membranes and aerogels [4][5]. - The company aims to leverage market trends and its strategic development to further improve and expand its core business [5][6]. Investment Projects and Business Relations - The funds raised will be invested in projects that align with the company's current operations, focusing on CMD product expansion and the development of low-dielectric loss FCCL flexible copper-clad laminates for 6G communications [6][7]. - CMD products have shown a compound annual growth rate of 101% from 2022 to 2024, indicating strong market demand [6]. Research and Development Capabilities - The company has established a robust R&D system, holding numerous patents related to CMD products and FCCL materials, which positions it favorably in the market [8][9]. - The R&D team has extensive experience in the polymer materials sector, contributing to the company's competitive edge [9][10]. Measures to Mitigate Dilution of Immediate Returns - The company plans to implement several measures to enhance competitiveness and mitigate the dilution of immediate returns, including: 1. Strict management of raised funds to ensure compliance and effective use [11]. 2. Active implementation of investment projects to boost business development [11]. 3. Continuous improvement of corporate governance and internal controls [12]. 4. Optimization of profit distribution policies to enhance investor returns [12][13]. Commitments from Stakeholders - The company's controlling shareholders and management have committed to ensuring the effective execution of measures to compensate for the dilution of immediate returns, thereby protecting the interests of minority investors [13][14].