Announcement on Dilution of Immediate Returns from Issuing Shares to Specific Objects, Measures to Compensate, and Commitments of Relevant Parties
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 statements, misleading statements, or major omissions.
Tianhai Defense Equipment Technology Co., Ltd. (hereinafter referred to as "Tianhai Defense" or "the Company") held the 21st meeting of the Sixth Board of Directors on June 26, 2026, and reviewed and approved the "Proposal on the Company's Plan for Issuing A-shares to Specific Objects in 2026" and other related proposals. This issuance of shares to specific objects is subject to approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange, and approval for registration by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
In accordance with the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Issuing Shares, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), in order to protect 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 proposed specific measures to compensate for the dilution. Relevant parties have also made commitments to ensure the effective implementation of the Company's dilution compensation measures. The details are as follows:
I. Impact of This Issuance of Shares to Specific Objects on Immediate Returns
Upon completion of this issuance of shares to specific objects, the Company's total share capital and net assets will increase. Due to the time and process required for the fundraising investment projects to generate benefits, the Company faces the risk of diluted earnings per share and a decline in return on net assets in the short term. The specific situation is as follows:
(I) Assumptions
(1) It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industry development status, and product market conditions.
(2) It is assumed that this issuance will be completed on November 30, 2026. This completion time is only for calculating the impact of the dilution of immediate returns from this issuance of shares to specific objects on major financial indicators. The actual completion time will be subject to the registration and completion of the issuance by the CSRC.
(3) It is assumed that the total amount of capital raised from this issuance is RMB 1,000,000,000.00 (excluding issuance expenses). The actual amount of capital raised upon receipt will be finally determined based on the approval of the regulatory authorities, the subscription situation, and issuance expenses.
(4) It is assumed that the number of shares issued is calculated based on the total amount of capital raised mentioned above. The number of shares issued to specific objects is only a hypothetical assumption for calculation purposes. The final number of shares issued will be determined by the Company's Board of Directors in consultation with the sponsor (lead underwriter) based on the approval of the Shenzhen Stock Exchange, the approval for registration by the CSRC, the authorization of the Company's shareholders' meeting, relevant CSRC regulations, and the actual situation at the time of issuance.
(5) When forecasting the Company's total share capital, only the impact of this issuance of shares to specific objects is considered, and changes in share capital due to other factors are not considered.