奥浦迈: 奥浦迈：第二届董事会第十次会议决议公告

Group 1 - The company, Shanghai Aopumai Biotechnology Co., Ltd., plans to acquire 100% equity of Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment [1][8] - The board meeting held on June 4, 2025, approved the proposal with a voting result of 6 votes in favor and 1 against [1][4] - The independent director opposed the acquisition, stating that the company does not currently have the necessity for such a merger [1][4] Group 2 - The total assessed value of Pengli Biopharmaceutical's equity is approximately 1.452 billion yuan, with the final transaction price set at 1.4505 billion yuan [8][12] - The company will issue shares at a price of 32.00 yuan per share, which is above the minimum required price based on the average trading price over the previous 20 trading days [6][12] - The number of shares to be issued for the acquisition is calculated to be approximately 23.14 million shares [9][12] Group 3 - The company will issue shares to a maximum of 35 specific investors to raise supporting funds for the acquisition [1][8] - The issuance of shares will be subject to adjustments based on any dividend distributions or capital increases during the issuance period [7][12] - The shares obtained by the transaction counterparties will be subject to a lock-up period of 6 to 12 months post-issuance [15][16]