潜江永安药业股份有限公司第七届董事会第十一次临时会议决议公告

Core Viewpoint - The company announced the absorption merger of its associate company Huanggang Daily Chemical by its wholly-owned subsidiary Tianan Daily Chemical, which will lead to a change in investment targets and related transactions [1][4][5]. Group 1: Merger Details - The merger will not involve cash payments, and shareholders of Huanggang Daily Chemical will exchange their shares for equity in Tianan Daily Chemical on a pro-rata basis [2][5]. - After the merger, Huanggang Daily Chemical will be dissolved, and all its assets, liabilities, and equity will be inherited by Tianan Daily Chemical [5][10]. - The company's previous investment of 30 million yuan in Huanggang Daily Chemical will convert into a direct investment in Tianan Daily Chemical, maintaining a shareholding ratio of 6.5217% [2][5]. Group 2: Board Meeting and Approval - The board meeting to discuss the merger was held on November 11, 2025, with all seven directors participating, and the proposal was approved with five votes in favor and two abstentions [1][6]. - The independent directors had previously reviewed and approved the proposal before it was submitted to the board [3][6]. Group 3: Purpose and Impact - The merger aims to optimize the management structure of the associate company, reduce management costs, and improve decision-making efficiency, aligning with the company's overall development strategy [13]. - The financial statements of Tianan Daily Chemical will not be included in the company's consolidated financial statements post-merger, indicating no significant impact on the company's financial status or overall business development [13]. Group 4: Related Transactions - From January to October 2025, the total amount of related transactions between the company and its associated entities was approximately 28.19 million yuan, with 24.52 million yuan specifically involving Tianan Daily Chemical and Huanggang Daily Chemical [13].