Shenzhen F&T Wireless Communication Co., Ltd. Board of Directors
Explanation on Dilution of Immediate Returns from Major Asset Restructuring and Measures to Compensate
Shenzhen F&T Wireless Communication Co., Ltd. (hereinafter referred to as "the Company" or "F&T Wireless") intends to acquire 37.16% of the shares of Shenzhen Honsheng Electronics Co., Ltd. (hereinafter referred to as "the Target Company" or "Honsheng Electronics") by paying cash, and simultaneously gain control of the Target Company through an acting-in-concert agreement (hereinafter referred to as "the Transaction"). Upon completion of the Transaction, Honsheng Electronics will become a控股 subsidiary of the Company.
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 Legal 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 Issuance, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), the Company hereby explains the impact of the Transaction on the dilution of immediate returns as follows:
I. Impact of the Transaction on the Dilution of the Company's Earnings Per Share
The Transaction will be settled by cash payment and does not involve the issuance of new shares. Before the restructuring, the Company's basic earnings per share in 2025 were 0.44 yuan/share. According to the "Review Report on the Pro Forma Consolidated Financial Statements of Shenzhen F&T Wireless Communication Co., Ltd. for 2025" issued by ZhiTong Certified Public Accountants (Special General Partnership), after the restructuring, the Company's basic earnings per share in 2025 will be 0.53 yuan/share, an increase of 20.45%. There is no dilution of earnings per share due to this Transaction.
II. Measures to be Taken by the Company to Prevent Dilution of Immediate Returns from the Transaction