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深圳市远望谷信息技术股份有限公司第八届董事会第五次(临时)会议决议公告
Group 1 - The company held its fifth (temporary) meeting of the eighth board of directors on July 15, 2025, with all seven directors present, and the meeting was convened by Chairman Xu Chaoyang [2][3] - The board approved the proposal for the company to issue A-shares to specific investors through a simplified procedure, confirming that the company meets the necessary conditions for this issuance [4][52] - The board's resolutions included the approval of the issuance plan, which involves issuing no more than 30 million yuan (approximately 4.5 million USD) and ensuring that the total amount does not exceed 20% of the company's net assets as of the end of the previous year [19][67] Group 2 - The issuance will involve domestic listed ordinary shares (A-shares) with a par value of 1.00 yuan per share, and the issuance price will not be lower than 80% of the average trading price over the last 20 trading days prior to the pricing date [8][61] - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities as defined by the China Securities Regulatory Commission [12][58] - The company plans to use the raised funds for specific projects, and if the actual net amount raised is less than the intended total, adjustments will be made accordingly [19][67] Group 3 - The company will hold a third temporary shareholders' meeting on August 7, 2025, to discuss the proposals approved by the board and the supervisory board [88] - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate remotely [90][91] - The company has confirmed that the resolutions from the board and supervisory board meetings comply with relevant laws and regulations [88][89]
远 望 谷: 关于2025年度以简易程序向特定对象发行股票摊薄即期回报的风险提示及填补措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Viewpoint - The company plans to issue A-shares to specific investors through a simplified procedure, which may dilute immediate returns and impact key financial metrics, but it has proposed measures to mitigate this dilution risk [1][5][10]. Financial Impact Analysis - The company analyzed the impact of the stock issuance on its key financial indicators under three hypothetical scenarios regarding net profit changes for 2025 compared to 2024: a 20% increase, no change, and a 20% decrease [2][3]. - Under these scenarios, the basic and diluted earnings per share (EPS) are projected to decrease, indicating a dilution effect on immediate returns [4][5]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary to fund projects such as the construction of RFID electronic tag production lines and an innovation center, which align with the company's existing business and market trends [6][7]. - The projects aim to enhance production capacity, improve technology, and ensure sustainable growth, thereby benefiting shareholders [6][7]. Project Implementation Readiness - The company has accumulated human, technical, and market resources necessary for the successful implementation of the fundraising projects, including a skilled workforce and a strong patent portfolio [8][9]. - The company has established a market presence across various industries, which supports its growth strategy and enhances its competitive edge [8][9]. Measures to Mitigate Dilution Risk - The company plans to implement strict management of the raised funds, accelerate core business development, and maintain a stable profit distribution policy to counteract the dilution of immediate returns [10][11]. - Commitments from major stakeholders, including the controlling shareholder and management, have been made to ensure the effectiveness of these measures [12][13].