奥浦迈: 奥浦迈：董事会关于本次交易是否构成重大资产重组、关联交易及重组上市的说明

Core Viewpoint - 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, which constitutes a significant asset restructuring [3][4]. Group 1: Transaction Details - The transaction involves the purchase of 100% equity of Pengli Biopharmaceutical, with the company intending to issue shares to no more than 35 specific investors to raise matching funds [3][4]. - The total assets, net assets, and operating income of the acquired assets exceed 50% of the corresponding indicators of the listed company, confirming that this transaction qualifies as a significant asset restructuring [4]. Group 2: Regulatory Compliance - The transaction requires approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [4]. - The transaction does not constitute a related party transaction, as there are no existing relationships between the transaction parties and the listed company or its affiliates prior to the transaction [4]. Group 3: Control and Ownership - The controlling shareholder and actual controllers of the company have not changed in the last 36 months, indicating that the transaction does not constitute a restructuring listing [4].