Explanation from the Board of Directors on the Dilution of Immediate Returns and Compensation Measures for This Transaction (Revised Draft)
Shenzhen Yingtang Intelligent Control Co., Ltd. (hereinafter referred to as "the listed company" or "the company") intends to issue shares and pay cash to acquire 100% equity of Guilin Guanglong Integrated Technology Co., Ltd. (hereinafter referred to as "the target company" or "Guanglong Integrated") and 100% equity of Shanghai Aojian Microelectronics Technology Co., Ltd. (hereinafter referred to as "the target company" or "Aojian Microelectronics") and raise supporting funds (hereinafter referred to as "this transaction"). In accordance with the relevant regulations such as the "Opinions 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), "Several Opinions on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and "Guidance on Issues Related to the Dilution of Immediate Returns in Initial Public Offerings, Re-financing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), to protect the interests of investors, the company provides the following explanation regarding the dilution of immediate returns and compensation measures related to this transaction:
- Impact of This Transaction on Current Earnings Per Share
According to the "Pro Forma Review Report" issued by Zhongzheng Zhonghuan Accounting Firm (Special General Partnership) (Zhonghuan Review No. (2026) 0102293), the earnings per share of the listed company before and after the completion of this transaction are as follows:
Project 2024 (Before Transaction) 2024 (After Transaction) Change Ratio 2025 (Before Transaction) 2025 (After Transaction) Change Ratio Basic Earnings Per Share 0.02 0.03 48.79% 0.05 0.05 1.36% Diluted Earnings Per Share 0.02 0.03 48.79% 0.05 0.05 1.36%