东阳光: 东阳光关于参与参股公司吸收合并暨关联交易的公告

Core Viewpoint - Guangdong Dongyangguang Technology Holdings Co., Ltd. is participating in the absorption merger of its associate company, Yichang Dongyangguang Changjiang Pharmaceutical Co., Ltd., with its related party, Guangdong Dongyangguang Pharmaceutical Co., Ltd. This transaction involves a share swap where Dongyangguang Pharmaceutical will issue H shares to absorb Changjiang Pharmaceutical, and the company will exchange its shares accordingly [1][2][3] Summary by Sections 1. Overview of Related Transactions - The merger agreement has been signed between Changjiang Pharmaceutical and Dongyangguang Pharmaceutical, with a share swap ratio of 1:0.263614, meaning each share of Changjiang Pharmaceutical will be exchanged for approximately 0.263614 shares of Dongyangguang Pharmaceutical [2][3] - The company holds 21,815,200 shares of Changjiang Pharmaceutical, which is expected to convert into approximately 5,750,792 shares of Dongyangguang Pharmaceutical [2][3] 2. Reasons for the Transaction - Dongyangguang Pharmaceutical proposed this share swap to privatize Changjiang Pharmaceutical, with all preconditions for the merger agreement already met [2][3] 3. Details of the Merger and Share Swap - The merger will result in Dongyangguang Pharmaceutical acquiring all assets, liabilities, and responsibilities of Changjiang Pharmaceutical, which will be delisted from the Hong Kong Stock Exchange [4][5] - The estimated theoretical value of each new H share of Dongyangguang Pharmaceutical is approximately RMB 67.02, with a value range between RMB 61.18 and RMB 74.32 [6] 4. Impact on the Company - The completion of this share swap will allow the company to share in the potential benefits of Dongyangguang Pharmaceutical's listing, without harming the interests of the company or minority investors [6][7] 5. Approval Procedures - The independent directors unanimously agreed that the transaction is beneficial for the company and does not harm the interests of minority shareholders, thus it was submitted for board approval [6][7]