天域生物: 第四届董事会第四十三次会议决议公告

Core Viewpoint - Tianyu Biotechnology Co., Ltd. has convened its board meeting to approve the proposal for a private placement of A-shares, indicating the company's compliance with relevant regulations and its readiness to proceed with the issuance [1][2][3]. Board Meeting Details - The board meeting was held on August 25, 2025, with all nine directors present, and the resolutions passed were deemed legal and effective [1]. - The board approved the proposal for the company to issue A-shares to specific investors, confirming that the company meets the necessary conditions for such an issuance [2][3]. Issuance Proposal - The A-shares will have a nominal value of RMB 1.00 per share, and the issuance will be conducted through a private placement [2][3]. - The issuance price is set at RMB 6.55 per share, which is 80% of the average trading price over the previous 20 trading days [3][4]. - The total number of shares to be issued is capped at 71,028,297 shares, which is 30% of the company's total share capital prior to the issuance [4][6]. Use of Proceeds - The funds raised from this issuance will be used to supplement working capital and repay debts, with a total expected amount of up to RMB 526.7353 million [6][12]. - The company plans to utilize up to RMB 61.5 million of previously raised funds temporarily to support its working capital needs [6]. Lock-up Period and Trading - Shares acquired through this issuance will be subject to an 18-month lock-up period post-issuance [5][12]. - After the lock-up period, the shares will be listed for trading on the Shanghai Stock Exchange [6]. Related Transactions and Agreements - The issuance involves a related party transaction with Shanghai Daoyun Asset Management Co., Ltd., controlled by the company's actual controller, Mr. Luo Weiguo [3][12]. - The board has also approved a series of reports and agreements related to the issuance, including feasibility studies and the use of proceeds [9][10][12]. Future Plans and Authorizations - The board has proposed a three-year shareholder return plan for 2025-2027, which will be disclosed in detail [13]. - The company seeks authorization from the shareholders to allow the board to manage all matters related to the issuance, including adjustments based on market conditions [14][15].