Announcement on Dilution of Immediate Returns by Issuance of A-Shares to Specific Targets, Remedial Measures, and Commitments by Relevant Subjects (Revised Draft)
Shenzhen CooTek Technology Co., Ltd. (hereinafter referred to as the "Company") held the 18th meeting of the 5th Board of Directors on March 26, 2026, where it reviewed and approved the "Proposal on the Plan for the 2026 Issuance of A-Shares to Specific Targets of Shenzhen CooTek Technology Co., Ltd.", the "Proposal on the Dilution of Immediate Returns by the Issuance of A-Shares to Specific Targets and the Company's Remedial Measures and Commitments by Relevant Subjects", and other related proposals. On June 12, 2026, the 20th meeting of the 5th Board of Directors was held to review and approve the revised drafts of the "Proposal on the Plan for the 2026 Issuance of A-Shares to Specific Targets of Shenzhen CooTek Technology Co., Ltd. (Revised Draft)", the "Proposal on the Dilution of Immediate Returns by the Issuance of A-Shares to Specific Targets and the Company's Remedial Measures and Commitments by Relevant Subjects (Revised Draft)", and other related revised proposals.
In accordance with the requirements of the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Lawful Rights and Interests of Small and Medium Investors in the Capital Market" (Guobanfa [2013] No. 110), the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17), and the China Securities Regulatory Commission's "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns in Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), the Company has conducted a careful, prudent, and objective analysis of the impact of this issuance on immediate returns to protect the interests of small and medium investors. The Company has proposed specific remedial measures, and relevant subjects have made commitments to ensure these measures are effectively implemented. The details are as follows:
I. Calculation of the Impact of this Issuance to Specific Targets on Earnings Per Share
(I) Calculation Assumptions and Premises
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It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industry development status, or product market conditions.
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Considering the time required for the review and issuance of the Company's shares to specific targets, it is assumed that this issuance will be completed in 2026. This completion time is used only for estimating the impact of the dilution of immediate returns on major financial indicators and does not constitute a commitment to the actual completion time, which will be subject to the actual completion date following registration approval by the China Securities Regulatory Commission.
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It is assumed that the total proceeds from this issuance of 650 million yuan will be fully raised, without considering the impact of issuance expenses. The actual scale of proceeds will be determined based on regulatory approval, subscription conditions, and issuance expenses.
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In predicting the total share capital, it is assumed that the total share capital as of March 31, 2026, of 495,964,013 shares is the basis, considering only the impact of the number of shares issued in this offering, without considering changes in share capital caused by the Company's other daily share repurchases, equity incentives, profit distributions, or other factors.
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It is assumed that the number of shares issued is 49.5964 million shares (10% of the total share capital before issuance). This number is an estimate for the Company's calculation; the actual scale will be determined based on regulatory approval and subscription conditions.