Shandong Mining Machinery Co., Ltd. Announcement on Risk Warning and Mitigation Measures for Diluted Earnings Per Share from Specific Object Issuance in 2024 (Revised)
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Shandong Mining Machinery Co., Ltd. (hereinafter referred to as the "Company" or "Shandong Mining Machinery") held the third extraordinary meeting of the sixth Board of Directors in 2026 on June 23, 2026, and reviewed and approved the Company's proposal for adjusting the plan for issuing shares to specific objects.
In accordance with the requirements of the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), in order to protect the right to know and the interests of small and medium investors, the Company has analyzed the impact of this issuance of shares to specific objects on the dilution of immediate returns and formulated specific measures to compensate for the dilution. Relevant parties have made commitments to ensure the effective implementation of the Company's dilution compensation measures. The specific content is as follows:
I. Impact of the Current Issuance on the Company's Main Financial Indicators
The number of shares to be issued shall not exceed 162,162,162 shares (inclusive). Based on the upper limit of the number of shares to be issued, the Company's total share capital will increase to 1,944,955,998 shares, and the total amount of funds to be raised shall not exceed RMB 300,000,000. The final number of shares to be issued and the scale of funds to be raised shall be subject to the approval of the China Securities Regulatory Commission and other regulatory authorities.
(I) Main Assumptions and Explanations for Financial Indicator Calculations
- It is assumed that the macroeconomic environment and the industry market situation will not undergo significant adverse changes.
- The issuance is expected to be completed on October 31, 2026 (this completion time is only for calculating the impact of the issuance of shares on the Company's main financial indicators and the dilution of immediate returns; the actual completion time will be subject to the approval of the China Securities Regulatory Commission).
- The number of shares to be issued shall not exceed 162,162,162 shares (inclusive), and the total amount of funds to be raised shall not exceed RMB 300,000,000. (This assumption does not consider the impact of issuance expenses and is only for calculating the impact of this issuance on the Company's earnings per share. It does not represent the Company's judgment on the actual number of shares to be issued, which shall be subject to the approval of the China Securities Regulatory Commission).
- The net profit attributable to shareholders of the listed company and the net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company in 2025 are RMB 123 million and RMB 52 million, respectively. The net profit attributable to shareholders of the listed company and the net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company in 2026 will be calculated under the following three scenarios.
Scenario 1: Net profit attributable to shareholders of the listed company and net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company in 2026 will decrease by 20%. Scenario 2: Net profit attributable to shareholders of the listed company and net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company in 2026 will be the same as in 2025. Scenario 3: Net profit attributable to shareholders of the listed company and net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company in 2026 will increase by 20%.