300447SZSE
🚨 Material Event

Announcement on the Company's Offering of Convertible Bonds to Non-specific Objects, Dilution of Immediate Returns, Adoption of Remedial Measures, and Commitments of Relevant Parties (Revised Draft)

Quanxin Co., Ltd.··13 pages

✨ AI Summary

This announcement details the potential dilution of immediate returns from issuing convertible bonds. The company outlines remedial measures to mitigate this risk and includes commitments from relevant parties to ensure their implementation. The analysis considers various assumptions regarding future performance and market conditions.

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Securities Code: 300447

Securities Abbreviation: Quanxin Co., Ltd.

Announcement No.: 2026-044

Nanjing Quanxin Transmission Technology Co., Ltd.

Announcement on the Company's Offering of Convertible Bonds to Non-specific Objects, Dilution of Immediate Returns, Adoption of Remedial Measures, and Commitments of Relevant Parties (Revised Draft)

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.

In accordance with 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," the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market," and the "Guiding Opinions on Matters Related to the Dilution of Immediate Returns from Issuance, Refinancing, and Major Asset Restructuring," in order to protect the interests of small and medium investors, the Company has analyzed the impact of the issuance of convertible corporate bonds on the dilution of immediate returns and formulated specific measures to fill the gap in diluted immediate returns. Relevant parties have made commitments to ensure the effective implementation of the Company's measures to fill the gap, as follows:

I. Impact of the Current Offering of Convertible Bonds to Non-specific Objects on the Company's Main Financial Indicators

With an increase in the Company's share capital, the growth rate of the Company's profit in the year of issuance may be lower than the expansion rate of share capital, and the Company's earnings per share will be diluted within a certain period after issuance, posing a risk of dilution of immediate returns.

Assuming the proceeds from the current fundraising are not considered to generate benefits, and based on the following assumptions, the simulated calculation of the impact of the current issuance on the Company's main financial data and indicators is as follows:

(I) Main Assumptions and Prerequisites

The Company's analysis of the impact of the current issuance on the Company's main financial indicators based on the following assumptions is hereby presented for investors' special attention. The following assumptions do not constitute any forecast or commitment. Investors should not make investment decisions based on these assumptions. If investors make investment decisions based on these assumptions and suffer any losses, the Company shall not bear any liability. The issuance plan and completion time shall ultimately be subject to the issuance plan reviewed and approved by the Shenzhen Stock Exchange and registered with the China Securities Regulatory Commission, and the actual completion time of the issuance plan and the actual conversion time by holders of convertible corporate bonds. The specific assumptions are as follows:

  1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industry development status, market conditions, and the Company's operating environment.

  2. It is assumed that the current issuance will be completed on December 31, 2026. This time is an estimate only, and investors should not make investment decisions based on it. If investors make investment decisions based on this and suffer losses, the Company shall not bear any compensation liability. The final completion time shall be subject to the actual completion time after registration and issuance approved by the China Securities Regulatory Commission.

  3. The term of the bonds issued in this offering is 6 years. It is assumed that all bonds are converted by June 30, 2027 (i.e., conversion rate is 100% and all bonds are converted at once) and that no bonds are converted by December 31, 2027 (i.e., conversion rate is 0%). The completion time of this conversion is only for calculating the impact of the current issuance on immediate returns and does not constitute a commitment to the actual completion time. The final completion situation shall be subject to the actual completion situation after the Shenzhen Stock Exchange reviews and approves and the China Securities Regulatory Commission makes a registration decision.

  4. It is assumed that the total amount of funds raised in this issuance is RMB 245 million, excluding the impact of issuance expenses. The actual amount of funds raised in this issuance will

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