Announcement on Diluted Earnings Per Share and Measures to Compensate for Diluted Earnings Per Share for the 2026 Private Placement of A Shares
The company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false representations, misleading statements, or material 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" (Guo Ban Fa [2013] No. 110), the "Several 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 Diluted Earnings Per Share from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), and other relevant regulations, to protect the interests of small and medium investors, the company has analyzed the impact of this issuance on the dilution of immediate earnings per share and formulated 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 specific details are as follows:
I. Impact of This Issuance on the Company's Main Financial Indicators Due to Diluted Immediate Earnings Per Share
(I) Main Assumptions
-
It is assumed that there will be no significant changes in the macroeconomic environment, industrial policies, industry development status, product market conditions, securities industry situation, or the company's operating environment.
-
It is assumed that this issuance will be completed by the end of December 2026 (this completion time is for reference only in calculating the impact of the issuance on the main financial indicators, and the final determination will be based on the actual completion time).
-
When forecasting the company's total share capital, the total share capital as of May 31, 2026, of 48,936.30 million shares will be used as the base, considering only the impact of this issuance and not other factors that may lead to changes in share capital. Given that the number of shares to be issued, the issue price, and the scale of raised funds for this issuance need to be finally determined after the issuance, it is assumed for calculation purposes that the total amount of raised funds for this private placement of A shares will be RMB 8,000,000,000. Based on a hypothetical issue price of RMB 217.56 per share (this price is 80% of the average stock price of the company in the twenty trading days prior to May 31, 2026), the number of shares issued will be approximately 36.771465 million shares. The impact of issuance expenses is not considered. The final determination will be based on the number of shares registered and approved by the China Securities Regulatory Commission and the actual amount of raised funds.
-
The impact of future equity incentive exercises and the cancellation of restricted shares repurchased on the company's share capital changes is not considered.
-
The impact of the raised funds from this issuance on the company's production and operation, and financial status (such as financial expenses, investment income) after they are in place is not considered.
-
The impact of bank interest generated from unused raised funds is not considered.
-
It is assumed that during the period from the issuance of this plan to the issuance date, the company will not distribute dividends, and there will be no ex-rights or ex-dividend events such as dividend distribution, bonus share issuance, or capital reserve transfer to share capital.
-
In 2025, the net profit attributable to shareholders of the listed company after audit was RMB 116,438.39 million, and the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was RMB 113,502.16 million.