天域生物: 第四届监事会第三十六次会议决议公告

Core Viewpoint - Tianyu Biotechnology Co., Ltd. is preparing to issue A-shares to specific investors, with the aim of enhancing its financial structure and operational capacity through the raised funds [1][2][5]. Group 1: Meeting Details - The 36th meeting of the fourth Supervisory Board was held on August 25, 2025, with all three supervisors present [1]. - The meeting's procedures complied with relevant laws and regulations, ensuring the legality and validity of the resolutions made [1]. Group 2: Issuance of A-Shares - The Supervisory Board approved the proposal for the company to issue A-shares to specific investors, confirming compliance with the necessary legal requirements [2][3]. - The shares will be issued at a price of 6.55 yuan 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 shares prior to the issuance [4][5]. Group 3: Use of Proceeds - The funds raised will be used to supplement working capital and repay debts, with a total expected amount of up to 526.7353 million yuan [5][6]. - The issuance will not only reduce debt financing but also optimize the company's financial structure and enhance its risk resistance [8]. Group 4: Lock-up Period and Shareholder Rights - Shares acquired through this issuance will have an 18-month lock-up period post-issuance [5][6]. - After the lock-up period, the profits will be shared among new and existing shareholders based on their respective shareholdings [6]. Group 5: Related Transactions and Commitments - The issuance involves a related transaction with Shanghai Daoyun Asset Management Co., Ltd., controlled by the company's actual controller [9]. - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders due to this issuance [10]. Group 6: Future Shareholder Returns - A three-year shareholder return plan (2025-2027) has been developed, aligning with the company's strategic goals and external financing environment [11].