Core Viewpoint - Nanjing Maolai Optical Technology Co., Ltd. plans to issue convertible bonds to unspecified investors, which may lead to a short-term dilution of earnings per share and immediate returns for existing shareholders [1][2][3] Financial Impact - The company intends to issue convertible bonds totaling up to 581.25 million yuan, with a bond term of 6 years and a conversion price set at 305.22 yuan per share [2][3] - The projected net profit for 2024 is 35.52 million yuan, with three scenarios for 2025 and 2026: a 10% decrease, no change, or a 10% increase compared to the previous year [2][3] Risk of Dilution - The issuance of convertible bonds may dilute the immediate returns for existing shareholders, especially if the profits generated from the raised funds do not exceed the interest payments on the bonds [2][3] Necessity and Reasonableness of the Issuance - The funds raised will be invested in projects that align with industry trends and national policies, aimed at enhancing the company's core competitiveness and profitability [3][4] Relationship with Existing Business - The raised funds will support projects related to ultra-precision optical production and technology research, closely tied to the company's current operations [4][5] Human Resource, Technical, and Market Preparedness - The company has a well-established R&D team of 234 members, with a significant portion holding advanced degrees, ensuring a strong foundation for project implementation [5][6] - The company has developed core technologies in precision optics and has established long-term partnerships with leading global tech firms, ensuring a solid market position [5][6] Measures to Mitigate Dilution - The company plans to enhance its main business operations and profitability, actively promote project construction, and ensure compliance in the management of raised funds to mitigate the dilution effect [7][8][9][10] Commitments from Major Shareholders - The controlling shareholders and management have committed to fulfilling the measures to compensate for the dilution of immediate returns, ensuring that their actions align with the interests of minority shareholders [11][12] Approval Process - The board of directors has approved the issuance of convertible bonds and the related measures without requiring shareholder meeting approval [13][20]
南京茂莱光学科技股份有限公司 关于向不特定对象发行可转换公司债券 摊薄即期回报与填补回报措施及相关主体承诺的公告（修订稿）