RC(SZ:300596) Zheng Quan Zhi Xing·2025-08-27 16:18Core Viewpoint - The company, Tianjin Lianlong New Materials Co., Ltd., has approved a merger between its subsidiaries, Tianjin Aoruifei Biopharmaceutical Co., Ltd. and Tianjin Aolife Biotechnology Co., Ltd., to optimize resource allocation and improve management efficiency [1][9]. Summary by Sections 1. Overview of Related Transactions - The merger will involve Aoruifei absorbing Aolife, leading to Aolife's termination and cancellation of its legal status. Aoruifei will inherit all assets, liabilities, and rights from Aolife, and its registered capital will be reduced from 1.5 billion to 1.282 billion yuan [1][7]. 2. Basic Information of Related Parties - Tianjin Jukanglong Enterprise Management Partnership (Limited Partnership) holds a 30% stake in Aoruifei. The partnership is formed by the company's directors and senior management [2][4]. 3. Basic Information of the Merged Entities - Aolife has a registered capital of 5 million yuan and focuses on biochemistry product R&D and manufacturing. Aoruifei has a registered capital of 10 million yuan and engages in medical research and specialized chemical product sales [4][6]. 4. Arrangements for Merger and Capital Reduction - After the merger, Aoruifei will reduce its registered capital by 218 million yuan, and all assets and liabilities of Aolife will be transferred to Aoruifei [7][8]. 5. Pricing Policy and Basis for the Transaction - The pricing for the merger is based on the profitability and net asset scale of Aoruifei and Aolife, ensuring fairness and reasonableness in the transaction [9][11]. 6. Impact and Purpose of the Merger - The merger aims to optimize resource allocation, enhance management efficiency, and reduce management costs, with no substantial impact on the company's operations or shareholder interests [9][10]. 7. Board and Independent Director Review - The independent directors and the board's audit committee have reviewed and approved the merger, concluding it benefits the company and does not harm shareholder interests [10][11].