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Announcement on the Dilution of Earnings Per Share, Fill-in Measures, and Related Party Commitments for the 2025 Private Placement of A Shares (Second Amendment)

Zhenghe Industrial Co., Ltd.··8 pages

✨ AI Summary

Qingdao Zhenghao Industrial Co., Ltd. announces the second amendment to its private placement plan. The plan aims to raise funds for expanding production and R&D. The company projects a potential short-term dilution of earnings per share and outlines measures to mitigate this impact, including strengthened capital management and focus on core business. Directors, supervisors, senior management, and controlling shareholders have committed to fill-in measures.

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Announcement on the Dilution of Earnings Per Share for the 2025 Private Placement of A Shares, Fill-in Measures, and Related Party Commitments (Second Amendment)

The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or significant omissions.

Qingdao Zhenghao Industrial Co., Ltd. (hereinafter referred to as the "Company") held the second meeting of the Fifth Board of Directors on June 26, 2026, and reviewed and approved the "Proposal on Revising the Company's 2025 Private Placement of A Shares, Dilution of Earnings Per Share, Fill-in Measures, and Related Party Commitments (Second Amendment)".

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 "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 Earnings Per Share from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), and other relevant laws, regulations, and normative documents, in order to protect the interests of small and medium investors, the Company has conducted a thorough analysis of the impact of the current issuance on the dilution of immediate returns based on the latest situation, and formulated specific measures to fill the dilution of immediate returns. Related parties have made commitments to ensure the effective implementation of the Company's measures to fill the dilution of returns. The specific contents are as follows:

I. Calculation of the Impact of the Current Issuance on the Company's Main Financial Indicators

(I) Main Calculation Assumptions and Premises

  1. It is assumed that there will be no significant changes in the macroeconomic environment, industrial policies, industry development status, and product market conditions.

  2. It is assumed that the current private placement of shares is expected to be completed by the end of September 2026. This completion time is only for calculating the impact of the dilution of immediate returns from the current issuance on the Company's main indicators and does not constitute a judgment on the actual completion time of the current issuance. The final completion of the issuance will be subject to the approval of the Shenzhen Stock Exchange and the registration of the China Securities Regulatory Commission.

  3. Assuming no issuance costs, the total amount of raised funds for this issuance shall not exceed RMB 69,809.94 million, and the number of shares issued in this private placement shall not exceed 30% of the Company's total share capital before the issuance. Calculated based on the Company's total share capital of 81,750,000 shares as of December 31, 2025, the number of shares issued in this private placement shall not exceed 24,525,000 shares (inclusive). If there are any share capital changes such as ex-rights issues, repurchases, or capital reserve increases during the period from the pricing base date of this private placement to the issuance date, the number of shares issued in this private placement will be adjusted accordingly.

The above total amount of raised funds and the number of shares issued are estimated values, used only for calculating the impact of the dilution of immediate returns from the current issuance on the Company's main financial indicators, and do not represent the final total amount of raised funds or the number of shares issued. The actual amount of raised funds received and the final number of shares issued will be determined based on the review and registration by regulatory authorities, subscription status, and issuance costs.

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