Changzhou Zhongying Technology Co., Ltd. Board of Directors' Explanation Regarding Dilution of Immediate Returns from the Transaction and Measures to Compensate for It
Explanation Regarding Dilution of Immediate Returns from the Transaction and Measures to Compensate for It
Changzhou Zhongying Technology Co., Ltd. (hereinafter referred to as the "Listed Company" or "Company" or "Zhongying Technology") intends to acquire 51% of the equity of Changzhou Yingzhong Electric Co., Ltd. (hereinafter referred to as the "Target Company") held by Yu Biao, Yu Yingzhong, and Zhu Lijuan through cash payment (hereinafter referred to as the "Transaction").
The Company's Board of Directors provides the following explanation regarding the dilution of immediate returns from the Transaction and related compensation measures:
I. Impact of the Transaction on Earnings Per Share
According to the "Review Report of Changzhou Zhongying Technology Co., Ltd." issued by Lixin Certified Public Accountants (Special Ordinary Partnership) (Xin Hui Shi Bao Zi [2026] No. ZH10352), the main financial indicators of the Listed Company before and after the Transaction are as follows:
| Project | 2026-03-31 / 2026-01-03 | 2025-12-31 / 2025 Annual |
|---|---|---|
| Before Transaction | Pro Forma (After Transaction) | |
| Net Profit Attributable to Parent Company Shareholders (RMB 10,000) | -110.54 | 1,337.31 |
| Basic Earnings Per Share (RMB/share) | -0.01 | 0.18 |
Upon completion of the Transaction, the Target Company will become a controlling subsidiary of the Listed Company. The net profit attributable to the parent company and basic earnings per share of the Listed Company will both increase. Through further integration with the Target Company in the future, the Listed Company's sustained profitability will be further enhanced, which is conducive to increasing shareholder returns.
II. Measures Taken by the Company to Prevent Dilution of Immediate Returns from the Transaction
To fully protect the interests of the Company's public shareholders, the Company has formulated relevant measures to prevent the dilution of immediate returns from the Transaction, which are detailed as follows:
(1) Actively Strengthen Management and Improve Operational Efficiency